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Home My WebLink About FULL PACKET_2016-12-06MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA NOVEMBER 15, 2016 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:08 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO, Mayor Pro Tern P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO (5:14 p.m.) COUNCILMEMBERS Absent: ANGELICA AMEZCUA STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS — None COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:08 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: • James Stuck v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ9863416 • 1901 First Street Owner, LLC v. Tustin Unified School District, Orange County Superior Court Case No.: 30 -2015- 00803234- CU- WM -CJC CITY COUNCIL MINUTES 1 NOVEMBER 15, 2016 1 0A -1 1901 First Street Owner LLC v. City of Santa Ana, Orange County Superior Court Case No. 30- 2016 - 00876616- CU- CR -CJC 2. JOINT CITY COUNCIL AND SUCCESSOR AGENCY - CONFERENCE WITH LEGAL COUNSEL -- POTENTIAL LITIGATION Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: One Matter 3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: 2129 N. Main Street (APN# 003 - 113 -81); 26,354 sq. ft. (.61 acres) Santa Ana, CA City Negotiators: City Manager David Cavazos, and Planning and Building Agency Director Hassan Haghani Negotiating Party: Net Development Co. President Kevin Coleman Terms: Conditions of potential sale. 4. PUBLIC EMPLOYEE - PERFORMANCE EVALUATION pursuant to Section 54957(b)(1) of the Government Code: Title: City Manager CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 5:45 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 NOVEMBER 15, 2016 1 0A -2 CALLED TO ORDER REGULAR OPEN MEETING COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:45 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor VICENTE SARMIENTO, Mayor Pro Tern P. DAVID BENAVIDES MICHELE MARTINEZ ROMAN A. REYNA SAL TINAJERO PLEDGE OF ALLEGIANCE INVOCATION PRESENTATIONS SPECIAL PRESENTATIONS COUNCILMEMBERS Absent: ANGELICA AMEZCUA STAFF Present: DAVID CAVAZOS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council GIRL SCOUTS OF ORANGE COUNTY, TROOPS 4622 AND 3713 TOM JONES, POLICE CHAPLAIN 1. Orange County Streetcar presentation by the Orange County Transportation Authority. 2. 2016 State Legislative Update by Senator Janet Nguyen. EMPLOYEE SERVICE AWARDS presented by MAYOR PULIDO to: 25 YEARS OF SERVICE Scott D. Kutner, Community Development District Manager, Planning and Building Agency CITY COUNCIL MINUTES 3 NOVEMBER 15, 2016 1 0A -3 CERTIFICATES OF RECOGNITION presented by COUNCILMEMBER REYNA to the Junior Girl Scouts of Orange County for earning their Inside Government Legacy badge: Troop 3713 - Troop Leader Casey Corona and Junior Girl Scouts Malia Alford; Anila Baltazar; Natasha Berhens; Kaekoa Corona; Emily Magana; Jazzlyn Mancinas; Kayla Ortiz; and Olivia Schartz Troop 4622 — Troop Leader Bernadette Medranda and Junior Girl Scouts Jizelle Gonzalez; Elisa Kaneko; Estrella Luna; Amanda Valdez; Ava Valadez CLOSED SESSION REPORT- See Item 19A for any reportable actions. PUBLIC COMMENTS • Linda Voss, representative of American Red Cross, thanked the Orange County Fire Authority, Mayor Pro Tern Sarmiento and City Council for the installation of fire alarm system at their annual event held November 5, 2016. PULLED AGENDA ITEM OUT OF ORDER - NOTICE OF PUBLIC HEARINGS Mayor Pulido noted conflict of interest due to proximity to family business. Mayor Pro Tern Sarmiento assumed the Chair. City Attorney Carvalho indicated that City has received legal opinion from Fair Political Practices Commission (FPPC) indicated that Mayor Pro Tern Sarmiento and Councilmember Martinez do not have a conflict of interest and may participate in the deliberation of said item. 12A. DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT — INTENT TO LEVY ASSESSMENT FOR 2017 {STRATEGIC PLAN NO. 3, 4F) - Community Development Agency Recommended Action approved by the Community Redevelopment and Housing Commission on October 26, 2016 by a 4 -0 vote (Aguinaga and Leon abstained). The following speakers addressed the City Council on the matter: • Ryan Chase and Ryan Smolar, spoke in support of proposed assessment district. Councilmember Martinez, requested annual report from designated organizations and requested more trash receptacles among other amenities for consideration. Councilmember Benavides, expressed appreciation to associations for collaborative efforts to bring events to the Downtown area. CITY COUNCIL MINUTES 4 NOVEMBER 15, 2016 1 0A -4 Mayor Pro Tern Sarmiento, asked that messaging to area residents and businesses improve; develop matrix and allocation of public funds; important to receive information from both groups — proportionality matters and justifies funding. MOTION: 1. Adopt a resolution. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR THE YEAR 2017 2. Set a public hearing for Tuesday, December 20, 2016. 3. Approve the 2017 Assessment Report for the Downtown Santa Ana Business Improvement District (BID), which is administered by two organizations, the Santa Ana Business Council and Downtown Incorporated. MOTION: Benavides SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (5) NOES: None (0) ABSTAINED Pulido (1) AND NOT PRESENT: ABSENT: Amezcua (1) PUBLIC COMMENTS • Ilya Tseglia, spoke on Agenda Item 25H, concerned with inmate costs and treatment of his son who is a ward of the State Public Guardian. • Robert Tseglia, spoke on Agenda Item 25H, spoke of brother and need for medical attention o City Attorney Carvalho, will meet with residents on the matter. CONSENT CALENDAR ITEMS MOTION: Approve staff recommendations on Consent Calendar Items 10A through 32A, with the following modifications: CITY COUNCIL MINUTES 5 NOVEMBER 15, 2016 1 0A -5 • Councilmember Martinez pulled Agenda Items 22A, 23A, 23B, 25D, 25E for separate action; and dissented on Agenda Items 25J and 25K; and • Mayor Pulido, abstained on Agenda Item 25F. MOTION: Tinajero SECOND: Sarmiento VOTE: AYES NOES: ABSTAIN: ABSENT: MINUTES Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) None (0) None (0) Amezcua (1) ADMINISTRATIVE MATTERS 10A. MINUTES FROM THE REGULAR MEETING OF OCTOBER 18, 2016 {STRATEGIC PLAN NO. 5, 11 — Clerk of the Council Office MOTION: Approve Minutes. NOTICE OF PUBLIC HEARINGS 12A. AGENDA ITEM CONSIDERED OUT OF ORDER BOARDS / COMMISSIONS / COMMITTEES 13A. COUNCIL COMMITTEES — AGENDA AND MINUTES {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office MOTION; Receive and file. NAME MEETING DATE Parks, Recreation, Education & Youth Committee (Cancellation) 1/27/2016 CITY COUNCIL MINUTES 6 NOVEMBER 15, 2016 1 0A -6 13B. NOMINATED BY COUNCILMEMBER BENAVIDES AS THE WARD 4 REPRESENTATIVE (REGULAR) TO THE YOUTH COMMISSION FOR A PARTIAL -TERM EXPIRING DECEMBER 11, 2018 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appoint Alberto Cruz to the Youth Commission (Ward 4 resident; replacing E. Morales). 13C. NOMINATED BY COUNCILMEMBER BENAVIDES AS THE WARD 4 REPRESENTATIVE TO THE COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION FOR A PARTIAL -TERM EXPIRING DECEMBER 11, 2018 {STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Appoint David De Leon to the Community Redevelopment and Housing Commission (Ward 3 resident; replacing A. Urzua). MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION: Approve as follow: CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: • James Stuck v. City of Santa Ana; Workers' Compensation Appeals Board case #ADJ9863416; settlement in the amount of $200,037.39 (Pulido abstained) • Mayor pro Tern Sarmiento abstained on two items under Closed Session. 19B. EXCUSED ABSENCES — Clerk of the Council Office MOTION: Excuse the absence of Councilmember Amezcua from said meeting. 19C. STRATEGIC PLAN MONTHLY REPORT FOR OCTOBER 2016 {STRATEGIC PLAN NO. 5, 1) - City Manager's Office MOTION: Receive and file. 19D. QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES JULY 2016 — SEPTEMBER 2016 {STRATEGIC PLAN NO. 5, 31 - Community Development Agency CITY COUNCIL MINUTES 7 NOVEMBER 15, 2016 1 0A -7 MOTION: Receive and file. 19E. QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 (JULY 1, 2016 — SEPTEMBER 30, 2016) {STRATEGIC PLAN NO. 4, 1} - Finance and Management Services MOTION: Receive and file. 19F. QUARTERLY REPORT OF INVESTMENTS AS OF SEPTEMBER 30, 2016 (STRATEGIC PLAN NO. 4, 1 D) - Finance & Management Services MOTION: Receive and file. 19G. PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR OCTOBER 2016 {STRATEGIC PLAN NO. 5, 1} - Public Works Agency MOTION: Receive and file. 19H. PROJECT OF THE YEAR RECOGNITION BY AMERICAN SOCIETY OF CIVIL ENGINEERS FOR BRISTOL STREET IMPROVEMENTS PROJECT PHASE 2, THIRD STREET TO CIVIC CENTER DRIVE {STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: Receive and file. 191. REQUEST FOR PROPOSALS FOR A ZOO MASTER PLAN {STRATEGIC PLAN NO. 2, 2E} - Parks, Recreation and Community Services Agency MOTION: Authorize the Parks, Recreation and Community Services Agency -Zoo Division to issue a Request for Proposals to qualified companies to create a Zoo Master Plan. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROPRIATION ADJUSTMENT ORANGE COUNTY SLINGSHOT INITIATIVE FUNDS FOR PROGRAM YEAR 2016 -17 AND AGREEMENT FOR WORKFORCE SERVICES, STRATEGIC PLANNING AND PROGRAM CITY COUNCIL MINUTES 8 NOVEMBER 15, 2016 1 0A -8 DESIGN FOR THE REGIONAL LOCAL WORKFORCE DEVELOPMENT BOARDS (STRATEGIC PLAN NO. 2, 4) - Community Development Agency MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -054 - Recognizing Orange County Slingshot Initiative grant funds in the amount of $500,000 in revenue account and appropriating same to expenditure account. 2. AGMT NO. 2016 -308 - Authorize the City Manager and the Clerk of the Council to execute an agreement with the County of Orange to receive $500,000 under the Workforce Innovation Opportunity Act, for a term beginning July 1, 2016 through June 30, 2018, subject to non - substantive changes approved by the City Manager and City Attorney. 20B. AWARD CONTRACT FOR CONSTRUCTION OF SANTIAGO BIKE TRAIL RESURFACING FROM MAIN PLACE MALL TO EAST CITY LIMITS (PROJECT 162667) {STRATEGIC PLAN NO. 6, 1C} - Public Works Agency and Parks, Recreation and Community Services Agency MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -052 - For Fiscal Year 2016 -17 to recognize $17,266 from prior year fund balance and appropriate the same amount into the Residential Acquisition and Development District 2 fund. 2. Award a contract and authorize the City Manager and the Clerk of the Council to execute a construction contract to NPG, Inc., the lowest responsible bidder, -in accordance with the base bid plus Additive Alternates 1 and 5, in the total amount of $66,472, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Santiago Bike Trail Resurfacing project, subject to non - substantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated project delivery cost of $79,766, which includes the contract base, Additive Alternates 1 and 5, administration, inspection, testing, and a $6,647 contingency. CITY COUNCIL MINUTES 9 NOVEMBER 15, 2016 1 0A -9 20C. THE SANTA ANA -DELHI CHANNEL DIVERSION PROJECT (PROJECT NO. 16 -6467) (STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) 1. APPROPRIATION ADJUSTMENT NO. 2017 -055 — Recognizing the receipt of funds, to be deposited into the Federal Clean Water Enterprise Fund revenue account and appropriating the same into the Federal Clean Water Enterprise Fund expenditure account, from the following participating agencies in the stated amounts: a. Orange County Flood Control District $1,600,000 b. City of Newport Beach $1,500,000 c. Irvine Ranch Water District (design and construction only) $195,000 $3,295,000 2. APPROPRIATION ADJUSTMENT NO. 2017 -055— To carry forward a portion of the Fiscal Year 2013 -14 project appropriation, in the amount of $1,056,950 from the Federal Clean Water Enterprise Fund prior year fund balance, and appropriate the same amount into the Federal Clean Water District Fund expenditure account, to complete the City of Santa Ana's share of the project funding. 3. APPROPRIATION ADJUSTMENT NO. 2017 -055 — Recognizing the receipt of $1,000,000 from the Orange County Water District, due upon filing the project Notice of Completion, to be deposited into the Federal Clean Water Enterprise Fund revenue account and, appropriating the same amount into Federal Clean Water Enterprise Fund expenditure account. SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES MOTION: Authorize a one -time purchase and payment of purchase order to Wondries Fleet Group in an amount not to exceed $131,840 plus a contingency of $6,590 for a total amount of $138,430, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Martinez VOTE: AYES SECOND: Benavides Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) CITY COUNCIL MINUTES 10 NOVEMBER 15, 2016 1 0A -10 NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua (1) 22B. SPEC. NO. 16 -119 - ZOO ANIMAL FOOD (STRATEGIC PLAN NO. 2, 21 - Finance and Management Services and Parks, Recreation and Community Services Agency MOTION: Award a contract to Midway City Feed Co. for the term beginning December 1, 2016 through November 30, 2017, in an amount not to exceed $35,000, with provision for four, one -year renewals exercisable by the City Manager, subject to non - substantive changes approved by the City Manager and City Attorney. PROJECTSICHANGE ORDERS 23B, . MOTION: Approve a revised Project Cost Analysis that reduces administration, testing, and inspection costs by $120,000; and increases the contingency by the same amount from $375,673 to $495,673; resulting in a net zero change in the original approved construction delivery cost of $3,255,800. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua (1) MOTION: CITY COUNCIL MINUTES 11 NOVEMBER 15, 2016 1 0A -11 1. Award a contract and authorize the City Manager and Clerk of the Council to execute a construction contract with Excel Paving Company, the lowest responsible bidder, in accordance with the base bid in the amount of $876,111, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Bishop- Pacific - Shelton Bike Boulevards project, subject to non - substantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,095,140, which includes the construction contract, administration, inspection and testing, and $87,612 contingency. MOTION: Martinez VOTE: AYES: NOES: ABSTAIN ABSENT: AGREEMENTS SECOND: Benavides Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) None (0) None (0) Amezcua (1) 25A. AGMT NO. 2016 -309 - CODIFICATION OF ORDINANCES AND ON -LINE PUBLICATION OF THE CITY CODES (STRATEGIC PLAN NO. 5, 1) - Clerk of the Council Office MOTION: Authorize the City Manager and Clerk of the Council to execute the attached agreement with Municipal Code Corporation for a three year period ending December 31, 2019 in the annual amount not to exceed $25,000 and total aggregate amount of $75,000, subject to non - substantive changes approved by the City Manager and City Attorney. 25B. AGMT NO. 2016 -310 - INSTALL FIRE -RATED FIXTURES AND SECURITY DOORS AT CITY HALL EAST SIDE FLOORS 3, 4, 6 & 8 (SURPLUS FUND ALLOCATION) {STRATEGIC PLAN NO. 6, 1G} - Finance and Management Services MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with R &S Overhead Doors of So -Cal, Inc. in an amount not to exceed $56,164, including a contingency of $2,675 for the term of CITY COUNCIL MINUTES 12 NOVEMBER 15, 2016 1 0A -12 November 15, 2016 through February 28, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. 25C. ON -CALL WATER WELL PUMP AND MOTOR REHABILITATION SERVICES (NON - GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1C & 1F} - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute agreements for the three -year period beginning November 15, 2016 and expiring November 30, 2019, with provisions for a two -year renewal option exercisable by the City Manager and City Attorney, in an aggregate amount not to exceed $400,000 annually, subject to non - substantive changes approved by the City Manager and City Attorney, with the following vendors: 1. AGMT NO. 2016 -311 — With Bakersfield Well and Pump Co., 2. AGMT NO. 2016 -312 — With Weber Water Resources, LLC., and 3. AGMT NO. 2016 -313 — With San Bernardino General Pump Company, Inc. MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with Public Sector Personnel Consultants in an amount not to exceed $100,000 from November 15, 2016 through November 15, 2017, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Reyna (2) 25E. PLAN CHECK SERVICES {STRATEGIC PLAN NO. 3, 3) - Planning and Building Agency CITY COUNCIL MINUTES 13 NOVEMBER 15, 2016 1 0A -13 25F MOTION: Authorize the City Manager and the Clerk of the Council to execute agreements with an aggregate amount not to exceed $1,000,000, for a three year term expiring on November 15, 2019, subject to non - substantive changes approved by the City Manager and City Attorney. 1. AGMT NO. 2016 -315 - With Scott Fazekas & Associates, Inc., 2. AGMT NO. 2016 -316 - With CSG Consultants, Inc., 3. AGMT NO. 2016 -317 - Century Structural Engineering Co., Inc., and 4. AGMT NO. 2016 -318 — With J Lee Engineering Inc. MOTION: Martinez SECOND: Benavides VOTE: AYES: Benavides, Martinez, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Reyna (2) HISTORIC PROPERTY PRESERVATION AGREEMENTS {STRATEGIC PLAN NOS. 5, 2, 3) - Planning and Building Agency MOTION: Authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the below- referenced property owners for the identified structures, subject to non - substantive changes approved by the City Manager and City Attorney. Property Owner(s) Historic Address /House Recommended Property Approval Vote Preservati by Historic on Agmt. Resource No. Commission on October 6, 2016 1. Herlihy Trust 2016 -04 1816 N. Heliotrope 7:0 A -2016 -319 Drive (Hillis House) 2. Troy & Kim 2016 -05 1222 West Sharon Road 7:0 Leaming (Dr. Sammy Lee House) A- 2016 -320 3. James C. 2016 -07 422 West Santa Clara 7:0 Eckert Ave. CITY COUNCIL MINUTES 14 NOVEMBER 15, 2016 1 OA -14 Property Owner(s) Historic Address /House Recommended Property Approval Vote Preservati by Historic on Agmt. Resource No. Commission on October 6, 2016 A -2016 -321 Nat Neff House 4. Rosemary Sara 2016 -09 2001 North Flower 7:0 Chesters Street A -2016 -322 (Phillips House) 5. Jason & Jennie 2016 -12 2036 North Victoria 7:0 Blonska Drive A- 2016 -323 Leverson House 6. Wayne Suraci 2016 -13 1924 North Ross St. 6:0 (Murashie & Merle Craig (Chilson House) abstained) A- 2016 -324 7. Marnie 2016 -15 2510 North Valencia 7:0 Schnabel Street A- 2016 -325 (Taylor-Oglesby House 8. George Gallian 2016 -21 327 E. Washington Ave. 7:0 A- 2016 -326 (Haley House 9. Oakley William - 2016 -22 2102 North Heliotrope 6:0 (Murashie Cheney & Drive abstained) Christine (Kinwald House) Groves Cheney A- 2016 -327 10. George & 2016 -24 2030 North Ross Street 7:0 Patricia (Trawick House) Camaras A -2016 -328 11.Duane 2016 -25 2211 North Ross Street 7:0 Greenleaf (Gantman House) A -2016 -329 12. Carlos Lopez 2016 -26 2527 North French 7:0 A -2016 -330 Street Schlueter House) *Mayor Pulido, abstained due to proximity to his residence of some of the homes designed as historic properties and Councilmember Reyna absent; motion to approve recommendation by 4 -0 vote. 25G. AWARD OF SITE LICENSE AND LEASE AGREEMENTS FOR BUS PASSENGER SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER {STRATEGIC PLAN NO. 3, 2C) - Public Works Agency MOTION: CITY COUNCIL MINUTES 15 NOVEMBER 15, 2016 1 0A -15 1. AGMT NO. 2016 -331 - Authorize the City Manager and Clerk of the Council to execute a site license agreement with Greyhound Lines, Inc., beginning December 1, 2016, and continuing indefinitely, subject to termination without cause by either party with seven days' notice, to compensate the City $60,000 annually for the use of the license area of two bus bays at the Santa Ana Regional Transportation Center, subject to non - substantive changes approved by the City Manager and City Attorney. 2. AGMT NO. 2016 -332 - Authorize the City Manager and Clerk of the Council to execute a three -year site lease agreement with Greyhound Lines, Inc., for the period beginning December 1, 2016, through November 30, 2019, with two one -year extension options exercisable by the City Manager, to compensate the City $38,136 annually for the lease of interior office space for the provision of bus passenger services at the Santa Ana Regional Transportation Center, subject to non- substantive changes approved by the City Manager and City Attorney. 25H. AGMT NO. 2016 -333 — AMENDMENT FOR INMATE MEDICAL SERVICES {STRATEGIC PLAN NO. 1, 3A} - Police Department MOTION: Authorize the City Manager and Clerk of the Council to execute the first amendment with Naphcare, Inc., to include a three percent cost of living adjustment in the amount of $58,219 for the final year of the three -year term and a $50,000 contingency, for a new total agreement amount of $6,030,112, subject to non - substantive changes approved by the City Manager and City Attorney. 251. AGMT NO. 2016 -334 — AMENDMENT FOR ENGINEERING CONSULTING SERVICES FOR THE FAIRVIEW STREET BRIDGE (PROJECT NO. 156827) {STRATEGIC PLAN NO. 6, 1 G) - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the consultant agreement with WKE, Inc., and extend the term by 36 months for a new expiration date of December 1, 2019, with no changes to compensation, subject to non - substantive changes approved by the City Manager and City Attorney. 25J. AGMT NO. 2016 -335 - APPROVE PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS, PHASE 3A (PROJECT NO. 136792, NON - GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3, 2C} - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a purchase agreement with Tenant - Seller Rodolfo C. Lamas DBA Rey CITY COUNCIL MINUTES 16 NOVEMBER 15, 2016 1 0A -16 Income Tax, for tenant interest in the property located at 1111 North Bristol Street, Suite L, APN 405 - 274 -10, for the full purchase price of said tenant- interest and goodwill (if any) in the amount of $33,585, subject to non- substantive changes approved by the City Manager and City Attorney. *Councilmember Martinez dissented on Agenda item 25J. 25K. PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITIONS FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741, NON - GENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3, 2C) - Public Works Agency MOTION: 1. AGMT NO. 2016 -336 — Ismael L. Cardona and Raquel Cardona for the property located at 1241 West Carlton Place (APN 015- 232 -11), Partial Acquisition Type, in the amount of $2,150; 2. AGMT NO. 2016 -337 — Andrew Gonzalez and Carolina Gonzalez for the property located at 1241 West Glenwood Place (APN 015 - 233 -11), Partial Acquisition Type, in the amount of $2,050; and 3. AGMT NO. 2016 -338 — With Narciso A. Rivera and Rosa Elvira Landaverde for the property located at 1305 West Saint Anne Place (APN 408 - 335 -17), Partial Acquisition Type, in the amount of $10,400. *Councilmember Martinez dissented on Agenda item 25K. MISCELLANEOUS - BUDGET 29A. DONATION AGREEMENT WITH THE SANTA ANA HIGH SCHOOL MARCHING BAND BOOSTERS TO SUPPORT SANTA ANA HIGH SCHOOL'S WINTER CONCERT {STRATEGIC PLAN NO. 5, 4) - Councilmember Amezcua MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Santa Ana High School Marching Band Boosters for a one -time donation amount of $1,000, subject to non- substantive changes approved by the City Manager and the City Attorney. 2913. DONATION AGREEMENT WITH THE SANTA ANA HIGH SCHOOL MARCHING BAND BOOSTERS TO SUPPORT SANTA ANA HIGH SCHOOL'S WINTER CONCERT {STRATEGIC PLAN NO. 5, 4) — Councilmember Reyna MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with the Santa Ana High School Marching Band Boosters CITY COUNCIL MINUTES 17 NOVEMBER 15, 2016 1 0A -17 for a one -time donation amount of $1,000, subject to non - substantive changes approved by the City Manager and the City Attorney. 29C. DONATION TO SUPPORT THE SANTA ANA SENIOR CENTER ADVISORY BOARD'S THANKSGIVING CELEBRATION {STRATEGIC PLAN NO. 5, 4) - Mayor Pro Tern Sarmiento MOTION: Approve a donation request from the Santa Ana Senior Center Advisory Board for a one -time donation in the amount of $500. LAND USE MATTERS CONDITIONAL USE PERMIT /VARIANCES 31 A. CONDITIONAL USE PERMIT NO. 2016 -29 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR ON- PREMISE CONSUMPTION, CONDITIONAL USE PERMIT NO. 2016 -30 TO ALLOW AFTER -HOURS OPERATION UNTIL 2:00 A.M. AND CONDITIONAL USE PERMIT NO. 2016- 33 TO ALLOW AN ANCILLARY BANQUET USE AT MAJESTY RESTAURANT LOCATED AT 5015 WEST EDINGER AVENUE, UNIT V - ANDY QUACH, APPLICANT {STRATEGIC PLAN NO. 3, 21 - Planning and Building Agency Planning Commission approved recommended action on October 10, 2016, by a vote of 4 -0 (Alderete, Gartner, and Verino absent). MOTION: Receive and file the staff report approving Conditional Use Permit No. 2016 -29, Conditional Use Permit No. 2016 -30 as conditioned and Conditional Use Permit No. 2016 -33 as conditioned. TENTATIVE PARCEL /TRACT MAPS 32A. TENTATIVE PARCEL MAP NO. 2016 -03 (COUNTY MAP NO. 2015 -187) TO SUBDIVIDE AN EXISTING PARCEL INTO TWO LOTS AT 2000 WEST ALTON AVENUE - JOE TRUXAW, APPLICANT {STRATEGIC PLAN NOS. 3, 2, 5) - Planning and Building Agency MOTION: Confirm the Zoning Administrators action approving Tentative Parcel Map No. 2016 -03 (County Map No. 2016 -187) as conditioned. * *END OF CONSENT CALENDAR ** OATH OF OFFICE ADMINISTERED TO ALBERTO CRUZ, YOUTH COMMISSION MEMBER CITY COUNCIL MINUTES 18 NOVEMBER 15, 2016 1 0A -18 BUSINESS CALENDAR ITEMS RESOLUTIONS 55A. APPROVING THE SAFE MOBILITY SANTA ANA PLAN (STRATEGIC PLAN NO. 5, 6B) — Public Works Agency The following speakers spoke in support of the matter: Rebecca Cousins and Gil Salmon. Staff report presentation by Fred Mousavipour, Executive Director of Public Works Agency City Council unanimously supports Plan. Councilmember Tinajero, thanked Councilmember Martinez for strong support and steadfast advocacy for traffic safety Mayor Pulido, noted that some traffic studies are often counterintuitive. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2016 -082 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING THE SAFE MOBILITY SANTA ANA PLAN 2. Direct staff to incorporate the findings of the Safe Mobility Santa Ana Plan into the update of the City's General Plan. MOTION: Martinez SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua (1) 55B. APPROPRIATION ADJUSTMENT, RESOLUTION AND AGREEMENT ACCEPTING 2016 COMMUNITY ORIENTED POLICING SERVICES (COPS) CITY COUNCIL MINUTES 19 NOVEMBER 15, 2016 1 0A -19 HIRING GRANT FUNDS {STRATEGIC PLAN NO. 1, 313; 1, 1F} - Police Department Ilya Tseglia and Robert Tseglia spoke under Agenda Item 55B. MOTION: 1. Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2017 -053 - Approve an appropriation adjustment recognizing $1,250,000 in 2016 COPS Hiring Grant funds in revenue account, and appropriating same to expenditure account. 2. Adopt a resolution. RESOLUTION NO. 2016 -083 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND THE CURRENT ANNUAL BUDGET TO ADD TEN FULL TIME POLICE OFFICER POSITIONS IN THE POLICE DEPARTMENT. 3. AGMT NO. 2016 -339 - Authorize the City Manager, the Chief of Police, and Clerk of the Council to execute the U.S. Department of Justice Office of Community Oriented Policing ( "COP ") Services Award Document and Award Document Supplement for the COPS Hiring Program. MOTION: Tinajero SECOND: Reyna VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua(1) ADMINISTRATIVE MATTERS - BUSINESS 65A. ADOPT BYLAWS FOR THE WORKFORCE DEVELOPMENT BOARD (STRATEGIC PLAN NO. 2, 4A) - Adopt the bylaws for the Santa Ana Workforce Development Board. - Community Development Agency Workforce Development Board approved recommended action on October 27, 2016 by a vote of 13 -0 (Elliot, Knitter, Lewis, McGowan, Perez, Pwinica, Rose, and Wadhera absent). CITY COUNCIL MINUTES 20 NOVEMBER 15, 2016 1 OA -20 MOTION: Adopt the bylaws for the Santa Ana Workforce Development Board. MOTION: Martinez SECOND: Tinajero VOTE: AYES: Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua (1) 656. PROVIDE DIRECTION ON REQUEST FOR PROPOSALS FOR POLICE DEPARTMENT JANITORIAL SERVICES AND APPROVE A MONTH -TO- MONTH AGREEMENT {STRATEGIC PLAN NO. 1, 3A) - Police Department MOTION: 1. Include following in the Police Department's Janitorial Services Request for Proposals (RFP): Issue an RFP for Police Department janitorial services that requires all proposers to bid union wages and benefits. 2. AGMT NO. 2016 -340 - Authorize the City Manager and Clerk of the Council to execute a month -to -month agreement with Santa Fe Building Maintenance for the maintenance of Santa Ana Police Department facilities, for the period beginning October 1, 2016, in the monthly amount of $32,702.62, subject to non - substantive changes approved by the City Manager and City Attorney. MOTION: Tinajero VOTE: AYES: NOES: ABSTAIN: ABSENT: PUBLIC HEARING SECOND: Reyna Benavides, Martinez, Pulido, Reyna, Sarmiento, Tinajero (6) None (0) None (0) Amezcua (1) CITY COUNCIL MINUTES 21 NOVEMBER 15, 2016 1 OA -21 75A. RESOLUTION AND ORDINANCE ADOPTING THE UPDATED CALIFORNIA AND INTERNATIONAL BUILDING AND FIRE CODES WITH AMENDMENT AND REQUISITE FINDINGS {STRATEGIC PLAN NO. 3, 3C, 5, 2C} - Planning and Building Agency Legal Notice published in the Orange County Reporter November 4, 2016. Mayor Pulido opened the Hearing. There were no speakers and the Hearing closed. MOTION: 1. Adopt a resolution. RESOLUTION NO. 2016 -084 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALIFORNIA, SETTING FORTH FINDINGS WITH RESPECT TO LOCAL CONDITIONS WITHIN THE CITY OF SANTA ANA WHICH JUSTIFY CERTAIN MODIFICATIONS AND CHANGES TO THE CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE AS AMENDED BY THE STATE OF CALIFORNIA 2. Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS -2905 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTERS 8 AND 14 OF THE SANTA ANA MUNICIPAL CODE TO ADOPT AND AMEND THERETO THE MOST RECENTLY ENACTED CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE MOTION: Martinez SECOND: Tinajero VOTE: AYES: Martinez, Pulido, Reyna, Tinajero (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Amezcua, Benavides, Sarmiento (3) CITY COUNCIL MINUTES 22 NOVEMBER 15, 2016 1 OA -22 RECESSED THE CITY COUNCIL MEETING TO THE SUCCESSOR AGENCY MEETING AT 8:19 P.M. AND RECONVENED THE CITY COUNCIL MEETING AT 8:20 P.M. WITH SAME MEMBERS PRESENT. COMMENTS PUBLIC COMMENTS (Non - Agendized Items) 1. Laura Lucas, supports the feeding of homeless in the Civic Center area. 2. William "Billy" Leigh, presented report depicting decline in maintenance around the 2300 block of Oakmont. 3. Gil Salmon, noted that Environmental and Transportation Advisory Committee has had extensive discussion on trees; also urged the City Council to consider agendizing Ward specific elections to allow for greater representation. 4. Mario Rafaela, ASB member at Centennial Education Center, spoke in support of the center at Centennial Park. 5. Chris Schmit, spoke of contract with Chapman University regarding community policies and community outreach plan. 6. Frank Cortez, thanked the Police Chief for meeting with area residents; requested additional funding for police department to address prostitution along Harbor Blvd. 7. Cris Gomez, concerned with increased prostitution along Harbor Blvd.; seek assistance to address the issue. 8. Donahue Farrow, requested consideration for installing speaker and video system along Harbor Blvd. to curtail prostitution and illegal drug sales; also, indicated that he was falsely incarcerated. 9. Michael Jankowski, commented on increased prostitution around his neighborhood; public safety element and need for beautification efforts. 10. Ilya Tseglia, spoke of son's condition and request assistance on matter. 11. Robert Tseglia, echoed comments by his father, Ilya. 90A. CITY MANAGER'S COMMENTS • Invited all to attend the upcoming Feliz Navidad event to be held in Downtown Santa Ana on Saturday, November 19th 90B. CITY COUNCILMEMBER COMMENTS Councilmember Martinez: • Concerned with prostitution and increased mental illness related issues along Harbor Blvd.; request reinstitution of Police Vice Unit; also, human trafficking is real problem, need to partner with appropriate agency; • Spoke of National election and consequences to the City in light of incoming US President's administration and policy decision to eliminate CITY COUNCIL MINUTES 23 NOVEMBER 15, 2016 1 OA -23 grants and federal assistance; City to prepare accordingly; City needs to be in solidarity with the residents of our community and allow them to feel safe; and • Wished all a happy Thanksgiving, thanked staff and reflected on many blessings. Councilmember Tinajero: • Asked that staff consider proposal for direct election; • Congratulated Godinez, Santa Ana and Segerstrom High Schools for football championships and all competing in second round of playoffs; and • Reflected on election results, proud that Mayor Pro Tern Sarmiento and Councilmember Reyna stood up to Police Officers Association; highlighted changes, transparency and inclusionary changes made in the recent past; indicated that hiring of City Manager has resulted in budget surplus; supports direct Ward elections for equal representation; need to exit the jail contract; phase out of jail business and transfer positions into other departments; consider police officer schedules to add more officers out on the street. Mayor Pro Tern Sarmiento: • Spoke about election results and negative messaging; all councilmembers do indeed support police efforts; all politics are local regarding of national politics; will continue to support our residents • Optimistic about the future of our community; engagement imperative; • City waiting for election certification results; City had active Outreach effort; their vote and voice is vital to continue to move City forward; proud of efforts to date; • Citizenship Fair taking place on November 1 gth; and • Thanked supporters and wished all a blessed Thanksgiving. Councilmember Reyna: • Urged all to continue to conserve water; • Encouraged all to include those less fortunate during Thanksgiving; • Congratulated the 2nd round of playoff to the 3 high schools mentioned by Councilmember Tinajero; • Shop in Santa Ana and invest in your community; and • Commented on election and fabricated information; asked that voters be informed. Councilmember Benavides: • Spoke of surprising election results at many levels, • Asked City Manager to bring cancellation of Immigration and Customs Enforcement (ICE) contract; and • Consider resolution to support and protect our residents. Mayor Pulido: • Asked all to heal after the election and continue to move the City forward; CITY COUNCIL MINUTES 24 NOVEMBER 15, 2016 1 OA -24 • City Council to consider bringing back programs that had to be cut in the past; and • Thanked God for blessings; asked all to be respectful and pledge to make the City the best it can be. ADJOURNED - 9:41 p.m. - The next meeting of the City Council is scheduled for Tuesday, December 6, 2016 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Community Engagement Program • Drone Regulations CITY COUNCIL MINUTES 25 NOVEMBER 15, 2016 1 OA -25 1 OA -26 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: SECOND READING ORDINANCE: ADOPTING THE UPDATED CALIFORNIA AND INTERNATIONAL BUILDING AND FIRE CODES WITH AMENDMENT AND REQUISITE FINDINGS {STRATEGIC PLAN NO. 5, 1} CITY MANAGItk RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 t Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ® Set Public Hearing For CONTINUED TO FILE NUMBER On November 15, 2016, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 4 -0 (Amezcua, Benavides and Sarmiento absent): ORDINANCE NO. NS -2905 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTERS 8 AND 14 OF THE SANTA ANA MUNICIPAL CODE TO ADOPT AND AMEND THERETO THE MOST RECENTLY ENACTED CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. 04Z Maria D. Huizar, Clerk of the Council EXHIBIT: 1. Ordinance No. NS -2905 11 A -1 11 A -2 LS 11.22.16 ORDINANCE NO. NS -XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CHAPTERS 8 AND 14 OF THE SANTA ANA MUNICIPAL CODE TO ADOPT AND AMEND THERETO THE MOST RECENTLY ENACTED CALIFORNIA BUILDING CODE, CALIFORNIA RESIDENTIAL CODE, CALIFORNIA GREEN BUILDING STANDARDS CODE, CALIFORNIA ELECTRICAL CODE, CALIFORNIA MECHANICAL CODE, CALIFORNIA PLUMBING CODE, CALIFORNIA ENERGY CODE, CALIFORNIA FIRE CODE, CALIFORNIA EXISTING BUILDING CODE, AND INTERNATIONAL PROPERTY MAINTENANCE CODE THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1: Section 8 -43 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8 -43. Adoption by reference. There is adopted by the city that certain code known as the California Building Code, 2016 Edition, based on the 2015 International Building Code as published by the International Code Council, (hereinafter referred to in this article as the "Building Code," "building code," or "California Building Code "), consisting of "Volume 1 ", "Volume 2" and the 2016 California Existing Building Code (together with subsequent supplements or amendments to any volume, each of which shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The building code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the building code set forth in this chapter that specifically amends the Building Code. Any previously enacted, unrepealed provision of the Santa Ana Municipal Code that amended a pre -2016 edition of the "Building Code" shall also be construed as amending the applicable provision of the 2016 or later edition of the building code. The building code, as thus amended, together with all other provisions of this article, shall be known as the city building code. Appendices which are adopted pursuant to this section are as follows: Appendix I, Patio Covers 11 A -3 Ordinance No. NS -XXXX Page 1 of 31 Appendix J, Grading SECTION 2: Section 8 -95 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8 -95. Certificate of occupancy (Chapter 1, Division II, Section 111). Chapter 1, Division Il, Section 111.1 of the building code is amended to read as follows: Chapter 1, Division II, Section 111.1 -- Certificate of Occupancy (1) Use and occupancy. No building or structure shall be used or occupied, and no change in the existing occupancy classification of a building or structure or portion thereof shall be made, until the building official has issued a certificate of occupancy therefor as provided herein. Issuance of a certificate of occupancy shall not be construed as an approval of a violation of the provisions of this code or other ordinances of the jurisdiction. Exception: Certificates of occupancy are not required for work exempt from permits under Section 105.2 (2) No alteration to an existing building which changes the floor area of the building or which changes the means of egress from the building shall be made until the building official has issued a certificate of occupancy therefor as provided herein. (3) No change of occupant within a building or portion thereof shall be made until the building official has issued a certificate of occupancy therefor as provided herein. EXCEPTION: Group R, Divisions 2 and 3, and Group U Occupancies. (4) No building or structure shall be connected with utility services, nor shall a building or structure whose electrical service has been disconnected be reconnected with electrical service until an inspection has been made and the building official has determined that the building does not constitute an unsafe building. SECTION 3: Section 8 -183 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Ordinance No. NS -XXXX Page 2 of 31 11 A -4 Sec. 8 -183 Grading Permit Exemptions (Volume 2, Appendix J, Section J103.2). Section A 03.2 is amended to read as follows: Section J103.2. Exemptions: A grading permit shall not be required for the following: 1. Grading of less than 50 cubic yards in provided there is no danger to the public, affect adjoining properties. in isolated, self - contained area, and that such grading will not adversely 2. Excavation for construction of a structure permitted under this code. 3. Cemetery graves. 4. Refuse disposal sites controlled by other regulations. 5. Excavations for wells, or trenches for utilities. 6. Mining, quarrying, excavating, processing or stockpiling rock, sand, gravel, aggregate or clay controlled by other regulations, provided such operations do not affect the lateral support of, or significantly increase stresses in, soil on adjoining properties. 7. Exploratory excavations performed under the direction of a registered design professional. 8. An excavation of less than 50 cubic yards that (1) is less than 2 feet in depth or (2) does not create a cut slope greater than 5 feet in height and steeper than 1 unit vertical in 2 units horizontal (50 percent slope). 9. A fill less than 1 foot in depth and placed on natural terrain with a slope flatter than 1 unit vertical in 5 units horizontal (20% slope), or less than 3 feet in depth, not intended to support structures, that does not exceed 50 cubic yards on any one lot and does not obstruct a drainage course. Exemption from the permit requirements of this appendix shall not be deemed to grant authorization for any work to be done in any manner in violation of the provisions of this code or any other laws or ordinances of this jurisdiction, SECTION 4: Section 8 -290 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8 -290. Adoption by reference. 11 A -5 Ordinance No. NS -XXXX Page 3 of 31 There is adopted by the city that certain code known as the California Plumbing Code, 2016 Edition, including the following appendices thereto: A, B, D, I and J, (hereinafter referred to in this article as the 'Plumbing Code "), together with subsequent supplements or amendments, which shall become effective, adopted and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified. The plumbing code is adopted and incorporated by reference as fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the plumbing code set forth in this chapter of this Code that specifically amend the plumbing code. Any previously enacted, unrepealed provision of this Code that amended a pre -2016 edition of the "Plumbing Code" shall also be construed as amending the applicable provision of the 2016 or later edition of the plumbing code. The plumbing code as amended, together with all other provisions of this article, shall be known as the city plumbing code. SECTION 5: Section 8 -340 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8 -340. Underground Installation (California Plumbing Code Section 313.5). Section 313.5 of the Plumbing Code is amended to read as follows: 313.5. Piping in the ground shall be laid on a firm bed for its entire length. Building drains, sewers and storm drain piping systems in the ground, and designed and approved at less than one (1) percent grade, shall be laid on a continuous firm bed, certified by a registered soils engineer as having a compaction level of not less than ninety (90) percent density. Where support is otherwise provided, it shall be approved per Section 301.2 of this code. SECTION 6: Section 8 -342 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8.342. Suspended piping support (California Plumbing Code, 'Fable 313). Table 313.3 of the Plumbing Code is amended by adding footnote 2 to the requirements for horizontal piping of all materials specified in Table 313.3 of the California Plumbing Code. SECTION 7: Section 8 -556 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8 -556. Adoption by reference. There is adopted by the city that certain code known as the California Mechanical Code, 2016 edition (hereinafter referred to in this article as the "California Mechanical Code" "Mechanical Code" or "mechanical code "), together with subsequent Ordinance No. NS -XXXX Page 4 of 31 11 A -6 supplements, amendments, or editions, which shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified. The mechanical code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the mechanical code set forth in this chapter of this Code that specifically amend the mechanical code. Any previously enacted, unrepealed provision of this Code that amended a pre -2016 edition of the "Mechanical Code" shall also be construed as amending the applicable provision of the 2016 or later edition of the mechanical code. The mechanical code as amended, together with all other provisions of this article, shall be known as the city mechanical code. SECTION 8: Section 8 -667 of the Santa Ana Municipal Cade is hereby amended such that it reads as follows: Sec. 8 -667. Adoption by reference. There is adopted by the city that certain code known as the California Electrical Code 2016 Edition and the administrative provisions set forth herein, (hereinafter referred to in this article as the "Electrical Code ") together with subsequent supplements, amendments, or editions, which shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless specifically adopted prior to that date, of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The electrical code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the electrical code set forth in this chapter of this code that specifically amend the electrical code. Any previously enacted, unrepealed provision of this Code that amended a pre -2016 edition of the "Electrical Code" shall also be construed as amending the applicable provision of the 2016 or later edition of the electrical code. The electrical code as amended, together with all other provisions of this article, shall be known as the city electrical code. Annex which are adopted pursuant to this section are as follows: Informative Annex A, Product Safety Standards SECTION 9: The City Council of the City of Santa Ana hereby finds, determines and declares that adoption of section 8 -942 amending California Electrical Code Section 334.12 is necessary because earthquakes are a common occurrence in the local area; that, unlike wire installed in conduit or raceways, non - metallic sheathed cable does not provide the degree of protection that is needed in the event of an earthquake; that exposed non - metallic sheathed cable is particularly hazardous; and that this amendment is necessary to assure that adequate protection is provided in the workplace and in other places of public gathering. Ordinance No. NS -XXXX Page 5 of 31 11 A -7 SECTION 10: Section 8 -942 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8.942. Uses not permitted (Section 334.12). Section 334.12 of the California Electrical Code is amended to read as follows: Sec. 334.12. Uses Not Permitted. (A) Types NM, NMC and NMS. Types NM, NMC and NMS cables shall not be permitted as follows: 1. In any multifamily dwelling or other structure not specifically permitted in 334.10(1), (2), and (3). 2. Exposed in dropped or suspended ceilings in other than one - and two- family and multifamily dwellings 3. As service - entrance cable 4. In any nonresidential building or structure 5. In theatres and similar locations 6. In motion picture studios 7. In storage battery rooms 8. In hoist ways or on elevators or escalators 9. Embedded in poured cement, concrete, or aggregate. 10. In hazardous (classified) locations, except where specifically permitted by other articles in this Code. (B) Types NM and NMS, Types NM and NMS cables shall not be installed in the following: 1. Where exposed to corrosive fumes or vapors 2. Where embedded in masonry, concrete, adobe, fill, or plaster 3. In a shallow chase in masonry, concrete, or adobe and covered with plaster, adobe, or similar finish Ordinance No. NS -XXXX Page 6 of 31 11 A -8 4. In wet or damp locations Secs. 8 -868 — 8 -911. Reserved. SECTION 11 Section 8 -912 of the Santa Ana Municipal Code is hereby added such that it reads as follows: Sec. 8 -912. Wiring Methods. Section 230.43 of the California Electrical Code is amended to read as follows: 230.43 Wiring Methods for 1000 Volts, Nominal, or Less. Service entrance conductors shall be installed in accordance with the applicable requirements of this Code covering the type of wiring method used and shall be limited to the following methods: (1) Open wiring on insulators (2) Type IGS cable (3) Rigid metal conduit (RMC) (4) Intermediate metal conduit (IMC) (5) Wireways (6) Busways (7) Auxiliary gutters (8) Rigid polyvinyl chloride conduit (PVC) (9) Cablebus (10) High density polyethylene conduit (HDPE) (11) Nonmetallic underground conduit with conductors (NUCC) (12) Reinforced thermosetting resin conduit (RTRC) SECTION 12: Section 8 -2000 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8 -2000. Adoption by reference. Ordinance No. NS -XXXX Page 7 of 31 11 A -9 There is adopted by the city that certain code known as the 2015 International Property Maintenance Code (hereinafter referred to as the "Property Maintenance Code "), together with subsequent supplements, amendments, or editions, which shall become effective, adopted, and incorporated by reference into this Code on each new official publication date of the International Property Maintenance Code, of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The said Code is adopted and incorporated as fully as if set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the property maintenance code set forth in this chapter of this Code that specifically amends the property maintenance code. Any previously enacted, unrepealed provision of this Code that amended a pre -2015 edition of the "Property Maintenance Code" shall also be construed as amending the applicable provision of the 2015 or later edition of the property maintenance code. The property maintenance code, as thus amended, together with all other provisions of this article, shall be known as the city property maintenance code. SECTION 13 Section 8 -2800 is added to Chapter 8 of the Santa Ana Municipal code to read in full as follows: Sec. 8 -2800. Adoption by reference. There is adopted by the city that certain code known as the California Residential Code, 2016 Edition, based on the 2015 International Residential Code as published by the International Code Council, (hereinafter referred to in this article as the "Residential Code" or "California Residential Code "), (together with subsequent supplements or amendments shall become effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the Clerk of the Council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The Residential code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city, except for the changes to the Residential code set forth in this chapter that specifically amends the Residential Code. The Residential code, as thus amended, together with all other provisions of this article, shall be known as the city Residential code. Appendices which are adopted pursuant to this section, are as follows: Appendix H, Patio Covers Appendix J, Existing Buildings and Structures SECTION 14: Section 8 -2810 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Ordinance No, NS -XXXX Page 8 of 31 11A -10 Sec. 8.2810. Climatic and Geographic Design Criteria (Table R301.2(1)). Table R301.2(1) is revised to read: TABLE R301.2(1) CLIMATIC AND GEOGRAPHIC DESIGN CRITERIA GROUND WIND DESIGN SEISMIC SUBJECT TO DAMAGE FROM WINTER ICE BARRIER AIR MEAN Speed Frost SNOW ^ Topographic DESIGN line DESIGN UNDERLAYMENT FLOOD FREEZING ANNUAL LOAD m h effects" CATEGORY I Weathering Depth , Termite I TEMP- REQUIRED HAZARDS9 INDEX' TEMPI Very 1 See Zero 110 No Dz or E Negligible 12.24" Heav 43 No Exhibit B 0 60 For SI: 1 pound per square foot = 0.0479 kPa, 1 mile per hour = 0.447 m /s. a. Weathering may require a higher strength concrete or grade of masonry than necessary to satisfy the structural requirements of this code. The weathering column shall be filled in with the weathering index (i.e., "negligible," "moderate" or "severe ") for concrete as determined from the Weathering Probability Map [Figure R301.2(3)]. The grade of masonry units shall be determined from ASTM C 34, C 55, C 62, C 73, C 90, C 129, C 145, C 216 or C 652. b. The frost line depth may require deeper footings than indicated in Figure R403.1(1). The jurisdiction shall fill in the frost line depth column with the minimum depth of footing below finish grade. C. The jurisdiction shall fill in this part of the table to indicate the need for protection depending on whether there has been a history of local subterranean termite damage. d. The jurisdiction shall fill in this part of the table with the wind speed from the basic wind speed map [Figure R301.2(A)].Wind exposure category shall be determined on a site - specific basis in accordance with Section R301.2.1.4. e. Temperatures shall be permitted to reflect local climates or local weather experience as determined by the building official. f. The jurisdiction shall fill in this part of the table with the seismic design category determined from Section R301.2.2.1. g. The jurisdiction shall fill in this part of the table with (a) the date of the jurisdiction's entry into the National Flood Insurance Program (date of adoption of the first code or ordinance for management of flood hazard areas), (b) the date(s) of the Flood Insurance Study and (c) the panel numbers and dates of all currently effective FIRMs and F13FMs or other Ordinance No. NS -XXXX Page g of 31 11A -11 flood hazard map adopted by the authority having jurisdiction, as amended. h. In accordance with Sections R905.2.7.1, R905.4.3.1, R905.5.3.1, R905.6.3.1, R905.7.3.1 and R905,8.3.1, where there has been a history of local damage from the effects of ice damming, the jurisdiction shall fill in this part of the table with "YES." Otherwise, the jurisdiction shall fill in this part of the table with "NO." I. The jurisdiction shall fill in this part of the table with the 100 -year return period air freezing index (BF -days) from Figure R403.3(2) or from the 100 -year (99 %) value on the National Climatic Data Center data table "Air Freezing Index- USA Method (Base 32 °)" at www.ncdc.noaa.gov /fpsf.htrni. j. The jurisdiction shall fill in this part of the table with the mean annual temperature from the National Climatic Data Center data table "Air Freezing Index -USA Method (Base 32 °F)" at www.ncdc.noaa,govlfpsf.html. k. In accordance with Section 8301.2.1.5, where there is local historical data documenting structural damage to buildings due to topographic wind speed -up effects, the jurisdiction shall fill in this part of the table with "YES." Otherwise, the jurisdiction shall indicate "NO" in this part of the table. SECTION 15 Section 8 -2900 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 8.2900. Adoption by reference. There is adopted by the city that certain code known as the California Green Building Standards Code, 2016 Edition, as published by the International Code Council, (hereinafter referred to in this article as the "California Green Building Standards Code "), (effective, adopted, and incorporated by reference into this Code on the date specified by the state building standards commission, unless otherwise specified), of which not less than one (1) copy of said Code has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. The Green Building Standards code is adopted and incorporated by reference as though fully set forth at length herein as provided for in section 419 of the Charter of the city. The California Green Building Standards code, as thus amended, together with all other provisions of this article, shall be known as the city Green Building Standards code.. SECTION 16: Section 14 -1 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Ordinance No. NS -XXXX Page 10 of 31 11A -12 Sec. 14 -1. Adoption by reference. There is adopted by the city that certain code known as the California Fire Code 2016 Edition, based on the 2015 International Fire Code as published by the International Code Council, (hereinafter referred to in this article as the "California Fire Code" or "fire code ") and the whole thereof including the Appendices therein, errata issued during and after the publishing date, save and except such portions as are hereinafter deleted or amended, of which code not less than one (1) copy has been and is now on file in the office of the clerk of the council of the city pursuant to Health and Safety Code Section 18942(d)(1) and are made available for public inspection. Said code is adopted and incorporated as fully as if set forth at length herein and, subject to all amendments set forth in this article, shall be in effect within the city from the effective date of this article. Any provision of this article amending the above mentioned codes shall be construed as amending the 2015 and 2016 editions thereof including such provisions enacted prior to this adoption of the said 2015 and 2016 editions and not thereafter repealed. The International Fire Code, 2015 edition and the California Fire Code 2016 edition, as thus amended, together with all other provisions of this article, shall be known as the "Fire Code of the City of Santa Ana." SECTION 17: Section 14 -3.1 is hereby amended and revised as follows: Sec. 14 -3.1. - Violation penalties (Section 109.4). Section 109.4 Violation penalties. 109.4 Violation penalties. Persons who shall violate a provision of this code or shall fail to comply with any of the requirements thereof or shall fail to comply with any issued orders or notices or who shall erect, install, alter, repair or do work in violation of the approved construction documents or directive of the fire code official, or of a permit or certificate used under provisions of this code, shall result in penalties assessed as prescribed in the OCFA Prevention Field Services adopted fee schedule. Each day that a violation continues after due notice has been served shall be deemed a separate offense. (a) Section 109.4.2 Infraction and misdemeanor is hereby added as follows: 109.4.2 Infraction and misdemeanor. Persons operating or maintaining any occupancy, premises or vehicle subject to this code that shall permit any fire or life safety hazard to exist on premises under their control shall be guilty of an infraction. Persons who fail to take immediate action to abate a fire or life safety hazard when ordered or notified to do so by the chief or a duly authorized representative are guilty of a misdemeanor. SECTION 18: Sections 14 -4 - 14 -4.6 are hereby deleted in their entirety: Secs. 14- 4 -14 -9. Reserved. 11A -13 Ordinance No. NS -XXXX Page 11 of 31 SECTION 19: Section 14 -21 is hereby amended as follows: Sec. 14 -21. - Definitions (Section 202). Section 202 General Definitions is hereby revised by adding "OCFA," "Sky Lantern," and "Spark Arrester" as follows: 202 General Definitions OCFA- Orange County Fire Authority, fire authority having jurisdiction. SKY LANTERN- An airborne lantern typically made of paper, Mylar, or other lightweight material with a wood, plastic, or metal frame containing a candle, fuel cell, or other heat source that provides buoyancy. SPARK ARRESTER- A listed device constructed of noncombustible material specifically for the purpose of meeting one of the following conditions: 1. Removing and retaining carbon and other flammable particles /debris from the exhaust flow of an internal combustion engine in accordance with California Vehicle Code Section 38366. 2. Fireplaces that burn solid fuel in accordance with California Building Code Chapter 28. SECTION 20: Sections 14 -22 is hereby amended as follows: Sec. 14 -22. - General requirements (Chapter 3). (a) Section 304.1.2 Vegetation. Type, amount, or arrangement of weeds, grass, vines or other growth that is capable of being ignited and endangering property needing to comply with OCFA Guidelines, shall be cut, thinned, and removed by the owner or occupant of the premises in accordance with OCFA Guideline C -05 "Vegetation Management Guideline — Technical Design for New Construction, Fuel Modification Plans, and Maintenance Program. Vegetation clearance requirement in urban - wildland interface areas shall be in accordance with Chapter 49. (b) Section 305.6 Hazardous Conditions is hereby added as follows: 305.6 Hazardous conditions. Outdoor fires are not allowed when predicted sustained winds exceed 8 MPH during periods when relative humidity is less than 25 %, or a red flag condition has been declared or public announcement is made, when an official sign was caused to be posted by the fire code official, or when such fires present a hazard as determined by the fire code official. (c) Section 305.7 Disposal of rubbish is hereby added as follows: Ordinance No. NS -XXXX Page 12 of 31 11A -14 305.7 Disposal of rubbish. Rubbish, trash or combustible waste material shall be burned only within an approved incinerator and in accordance with Section 307.2.1. (d) Section 307 Outdoor Fireplaces, fire Pits, Fire Rings, or similar devices used at Group R Occupancies is hereby added as follows: 307.6 Outdoor Fireplaces, Fire Pits, Fire Rings, or similar devices used at Group R Occupancies. Outdoor fireplaces, fire pits, fire rings, or similar exterior devices used at Group R shall comply with this section. Exception: Barbeques, grills, and other portable devices intended solely for cooking. 307.6.1 Gas - fueled devices. Outdoor fireplaces, fire pits and similar devices fueled by natural gas or liquefied - petroleum gas are allowed when approved by the Building Department and the device is designed to only burn a gas flame and not wood or other solid fuel. At R -3 occupancies, combustible construction shall not be located within three feet of an atmospheric column that extends vertically from the perimeter of the device. At other R occupancies, the minimum distance shall be ten feet. Where a permanent Building Department approved hood and vent is installed, combustible construction may encroach upon this column between the bottom of the hood and the vent opening. Where chimneys or vents are installed, they shall have a spark arrester as defined in Section 202. 307.6.2 Devices using wood or fuels other than natural gas or liquefied - petroleum gas. Fireplaces burning wood or other solid fuel shall be constructed in accordance with the California Building Code. Fires in a fireplace shall be contained within a firebox with an attached chimney. The opening in the face of the firebox shall have an installed and maintained method of arresting sparks. The burning of wood or other solid fuel in a device is not allowed within 15 feet of combustible structures, unless within a permanent or portable fireplace. Conditions which could cause a fire to spread within 25 feet of a structure or to vegetation shall be eliminated prior to ignition. Fires in devices burning wood or solid fuel shall be in accordance with Sections 305, 307, and 308. 307.6.2.1 Where prohibited. The burning of wood and other solid fuels shall not be conducted within a fuel modification zone. Wood and other solid fuel burning fires in devices other than permanent fireplaces are not allowed within Wildfire Risk Areas (WRA) and Wildland -Urban Interface Areas (WUI) or in locations where conditions could cause the spread of fire to the WRA or WUI unless determined by the Fire Code Official that the location or design of the device should reasonably prevent the start of a wildfire. (e) Section 309.2.1 Indoor charging of electric carts /cars is hereby added as follows: Ordinance No. NS -XXXX Page 13 of 31 11A -15 309.2.1 Indoor charging of electric carts /cars. Indoor charging of electric carts /cars where the combined volume of all battery electrolyte exceeds 50 gallons shall comply with following: 1. Spill control and neutralization shall be provided and comply with Section 608.5. 2. Room ventilation shall be provided and comply with Section 608.6.1 3. Signage shall be provided and comply with Section 608.7.1 4. Smoke detection shall be provided and comply with Section 608.9. (f) Section 320 Fuel Modification Requirements for New Construction is hereby added as follows: 320 Fuel Modification Requirements for New Construction. All new structures and facilities adjoining land containing hazardous combustible vegetation shall be approved and in accordance with the requirements of OCFA Guideline C -05 "Vegetation Management Guideline — Technical Design for New Construction Fuel Modification Plans and Maintenance Program." (g) Section 321 Clearance of brush or vegetation growth from roadways is hereby added as follows: 321 Clearance of brush or vegetation growth from roadways. The fire code official is authorized to cause areas within 10 feet (3048 mm) on each side of portions of highways and private streets which are improved, designed or ordinarily used for vehicular traffic, to be cleared of flammable vegetation and other combustible growth. Measurement shall be from the flow -line or the end of the improved edge of the roadway surfaces. Exception: Single specimens of trees, ornamental shrubbery or cultivated ground cover such as green grass, ivy, succulents or similar plants used as ground covers, provided that they do not form a means of readily transmitting fire. (h) Section 322 Unusual Circumstances is hereby added as follows: 322 Unusual circumstances. The fire code official may suspend enforcement of the vegetation management requirements and require reasonable alternative measures designed to advance the purpose of this code if determined that in any specific case that any of the following conditions exist: 1. Difficult terrain. 2. Danger of erosion. 3. Presence of plants included in any state and federal resources agencies, California Native Plant Society and county - approved list of wildlife, plants, rare, endangered and /or threatened species. 4. Stands or groves of trees or heritage trees. Ordinance No. NS -XXXX Page 14 of 31 11A -16 5. Other unusual circumstances that make strict compliance with the clearance of vegetation provisions undesirable or impractical. (1) Section 323 Use of Equipment is hereby added as follows: 323 Use of equipment. Except as otherwise provided in this section, no person shall use, operate, or cause to be operated in, upon or adjoining any hazardous fire area any internal combustion engine which uses hydrocarbon fuels, unless the engine is equipped with a spark arrester as defined in Section 202 maintained in effective working order, or the engine is constructed, equipped and maintained for the prevention of fire. Exception: 1. Engines used to provide motor power for trucks, truck tractors, buses, and passenger vehicles, except motorcycles, are not subject to this section if the exhaust system is equipped with a muffler as defined in the Vehicle Code of the State of California. 2. Turbocharged engines are not subject to this section if all exhausted gases pass through the rotating turbine wheel, there is no exhaust bypass to the atmosphere, and the turbocharger is in good mechanical condition. (j) Section 323,1 Use of Equipment and Devices Generating Heat, Sparks or Open Flames is hereby added as follows: 323.1 Equipment and devices generating heat, sparks or open flames. During any time of the year within Wildfire Risk Areas, within or immediately adjacent to any forest- or brush - covered land or non- irrigated grass- covered land, no person shall use or operate any welding equipment, cutting torches, tarpots, grinding devices, or other tools or equipment that may produce a spark, fire, or flame that could result in a wildfire without doing the following: 1. First clearing away all flammable material, including snags, from the area around such operation for a distance of 30 feet or other approved method to reduce fire spread into the wildlands. If 30 foot clearing cannot be achieved then an alternate method shall be approved by the AHJ prior to work starting. 2. Maintain one serviceable round point shovel with an overall length of not less than forty -six (46) inches and one backpack pump water -type fire extinguisher fully equipped and ready for use at the immediate area during the operation. 3. Stop work when winds are 8 MPH during periods when relative humidity is less than 25 %, or a red flag condition has been declared or public announcement is made, when an official sign was caused to be posted by the fire code official, or when such fires present a hazard as determined by the fire code official. 4. Keep a cell phone nearby and call 911 immediately in case of a fire. (k) Section 323.2 Spark Arresters is hereby added as follows: Ordinance No. NS -XXXX Page 15 of 31 11A -17 323.2 Spark arresters. Spark arresters shall comply with Section 202, and when affixed to the exhaust system of engines or vehicles subject to Section 323 shall not be placed or mounted in such a manner as to allow flames or heat from the exhaust system to ignite any flammable material. (1) Section 324 Sky Lanterns or similar devices is hereby added as follows: 324 Sky Lanterns or similar devices. The ignition and /or launching of a Sky Lantern or similar device is prohibited. SECTION 21: Section 14 -23 is hereby amended as follows: Sec. 14.23. - Emergency planning and preparedness (Chapter 4). Chapter 4: Emergency Planning and Preparedness. Adopt only the Sections listed below: 1. 401 2. 401.3.4 3. 401.9 4, 402 5. 403 6. 404.5 — 404.6.6 7. 407 (a) Section 407.5 is revised to read as follows: 407.5 Hazardous Materials Inventory Statement. Where required by the fire code official, each application for a permit shall include OCFA's Chemical Classification Packet in accordance with Section 5001.5.2. SECTION 22: Sections 14 -24 is hereby amended as follows: Sec. 14 -24. - Fire service features (Chapter 5). Chapter 5 Fire Service Features is adopted in its entirety with the following amendments: (a) SECTION 501.1 Scope is revised to read as follows: 501.1 Scope. Fire service features for buildings, structures and premises shall comply with this chapter and, where required by the fire code official, with OCFA Guideline B -09, "Fire Master Plan for Commercial & Residential Development," Fire Ordinance No. NS -XXXX Page 16 of 31 11A -18 service features for buildings, structures and premises located in State Responsibility Areas shall also comply with OCFA Guideline B -09a, "Fire Safe Development in State Responsibility Areas." (b) Section 505.1 Address Identification is revised as follows: 505.1 Address identification. New and existing buildings shall have approved address numbers, building numbers or approved building identification placed in a position that is plainly legible and visible from the street or road fronting the property. These numbers shall contrast with their background. Where required by the fire code official, address numbers shall be provided in additional approved locations to facilitate emergency response. Address numbers shall be Arabic numbers or alphabetical letters. Numbers shall be a minimum of 4 inches (101.6 mm) high with a minimum stroke width of 0.5 inch (12.7 mm) for R -3 occupancies, for all other occupancies the numbers shall be a minimum of 6 inches high with a minimum stroke width of 1 inch. Where access is by means of a private road and the building cannot be viewed from the public way, a monument, pole or other sign or means shall be used to identify the structure. Address numbers shall be maintained. (c) Section 510.1 Emergency responder radio coverage is revised to read as follows: 510.1 Emergency responder radio coverage in new buildings. All new buildings shall have approved radio coverage for emergency responders within the building based upon the existing coverage levels of the public safety communication systems of the jurisdiction at the exterior of the building. This section shall not require improvement of the existing public safety communication systems. The Emergency Responder Radio Coverage System shall comply with the local authority having jurisdiction's ordinance and this code. Exceptions: 1. Where it is determined by the fire code official that the radio coverage system is not needed. 2. In facilities where emergency responder radio coverage is required and such systems, components or equipment required could have a negative impact on the normal operations of that facility, the fire code official shall have the authority to accept an automatically activated emergency radio coverage system. This section shall not apply to the following: 1. Existing buildings or structures, unless required by the Building Official and OCFA for buildings and structures undergoing extensive remodel and /or expansion. 2. Elevators. Ordinance No. NS -XXXX Page 17 of 31 11A -19 3. Structures that are three stories or less without subterranean storage or parking and that do not exceed 50,000 square feet on any single story. 4. Wood - constructed residential structures four stories or less without subterranean storage or parking that are not built integral to an above ground multi -story parking structure. 5. Should construction that is three stories or less that does not exceed 50,000 square feet on any single story include subterranean storage or parking, then this ordinance shall apply only to the subterranean areas. (d) Section 510.2 Emergency responder radio coverage in existing buildings is deleted without replacement. (e) Section 510.4.2.2 Technical Criteria is revised to read as follows: 510.4.2.2 Technical criteria. The fire code official shall maintain a document providing the specific technical information and requirements for the emergency responder radio coverage system. This document shall contain, but not be limited to, the various frequencies required, the location of radio sites, effective radiated power of radio sites, and other supporting technical information. 1. The frequency range supported from the 800 MHz Countywide Communications System shall be 851 -869 MHz (base transmitter frequencies). 2. The frequency range supported to the 800 MHz Countywide Communications System shall be 806 -824 MHz (radio field transmit frequencies). 3. A public safety radio amplification system shall include filters to reject frequencies below 851 MHz and frequencies above 869 MHz by a minimum of 35clB. 4. All system components must be 100 percent compatible with analog and digital modulations after installation without adjustments or modifications. The systems must be capable of encompassing the frequencies stated herein and capable of future modifications to a frequency range subsequently established by the jurisdiction. 5. Active devices shall have a minimum of -50 dB 3rd order intermodulation protection. 6. All active in- building coverage devices shall be FCC Part 90 Type Certified (f) Section 510.5.1 Approval prior to installation is revised to read as follows: 510.5.1 Approval prior to installation. Amplification systems capable of operating on frequencies licensed to any public safety agency by the FCC shall not be Ordinance No. NS -XXXX Page 18 of 31 11 A -20 installed without prior plan submittal, coordination and approval from Orange County Communications and a copy of the approved plan provided to the fire and building code officials. (g) Section 510.5.2 Minimum qualification of personnel is revised to read as follows: 510.5.2 Minimum qualifications of personnel. The minimum qualifications of the system designer and lead installation personnel shall include both of the following: 1. A valid FCC- issued general radio operator's license. 2. Certification of in- building system training issued by a nationally recognized organization, school or a certificate issued by the manufacturer of the equipment being installed. (h) Section 510.5.3 Acceptance test procedure item 7 is revised to read as follows: 510.5.3 Acceptance test procedure. When an emergency responder radio coverage system is required, and upon completion of installation, the building owner shall have the radio system tested to ensure that two -way coverage on each floor of the building is not less than 90 percent. The test procedure shall be conducted as follows: 7. As part of the installation a spectrum analyzer or other suitable test equipment shall be utilized to ensure spurious oscillations are not being generated by the subject signal booster. This test shall be conducted at the time of installation and subsequent annual inspections by the FCC licensed technician hired by the property owner and an OCSD /Communications Division FCC - certified technician. (i) Section 510.6.1 Testing and proof of compliance is revised to read as follows: 510.6.1 Testing and proof of compliance. The owner of the building or their representative shall have the emergency responder radio coverage system shall be inspected and tested annually or where structural changes occur including additions or remodels that could materially change the original field performance tests. Testing shall consist of the following: 1. In- building system components shall be tested to determine general functional operability. 2. Signal boosters shall be tested to ensure that the gain is the same as it was upon initial installation and acceptance. 3. Backup batteries and power supplies shall be tested under load of a period of one hour to verify that they will properly operate during an actual power outage. If within the 1 -hour test period the battery exhibits symptoms of failure, the test Ordinance No. NS -XXXX Page 19 of 31 11 A -21 shall be extended for additional 1 -hour periods until the integrity of the battery can be determined. 4. Other active components shall be checked to verify operation within the manufacturer's specifications. 5. If noncompliance is found, the FCC licensed technician will assess improvements necessary and provide such information to OCSD Communications and the fire and building code officials. 6. At the conclusion of the testing, a certification report, which shall verify compliance with Section 510.5.3, shall be submitted to OCSD Communications and the fire and building code officials. SECTION 23: Sections 14 -29 is hereby deleted in its entirely and Chapter 6 is adopted in its entirety without amendments. Sec. 14 -29 Reserved. SECTION 23: Sections 14 -30 is hereby amended to read as follows: Sec. 14 -30. - Fire protection systems (Chapter 9). (a) Section 903.2 Where required is hereby amended as follows: 903.2 Where required. Approved automatic sprinkler systems in buildings and structures shall be provided when one of the following conditions exists: 1. New buildings: Notwithstanding any applicable provisions of Sections 903.2.1 through 903.2.19, an automatic fire - extinguishing system shall also be installed in all occupancies when the total building area exceeds 5,000 square feet (465 mz) as defined in Section 202, regardless of fire areas or allowable area, or is more than two stories in height. 2. Existing Buildings: Notwithstanding any applicable provisions of this code, an automatic sprinkler system shall be provided in an existing building when an addition occurs and one of the following conditions exists: a. When an addition is 33% or more of the existing building area, and the resulting building area exceeds 5000 square feet (465 m2) as defined in Section 202; or b. When an addition exceeds 2000 square feet (186 m2) and the resulting building area exceeds 5000 square feet (465 m2) as defined in Section 202; or c. An additional story is added above the second floor regardless of fire areas or allowable area. Ordinance No. NS -XXXX Page 20 of 31 11 A -22 Exception: Group R -3 occupancies shall comply with Section 903.2.8. (b) Section 903.3.5.3 Hydraulically calculated systems is hereby added as follows: 903.3.5.3 Hydraulically calculated systems. The design of hydraulically calculated fire sprinkler systems shall not exceed 90% of the water supply capacity Exception: When static pressure exceeds 100 psi, and required by the Fire Code Official, the fire sprinkler system shall not exceed water supply capacity specified by Table 903.3.5.3 DesigC TABLE 903.3.5.3 HYDRAULICALLY CALCULATED SYSTEMS 100 110 120 130 140 150 PSI 11 A -23 Ordinance No. NS -XXXX Page 21 of 31 SECTION 24: Sections 14 -33 is hereby amended to read as follows: Sec. 14.33. - Aviation facilities (Chapter 20) is adopted in its entirety without amendments. SECTION 25: Sections 14 -34 is hereby amended to read as follows: Sec. 14.34. - Lumber yards and woodworking facilities (Chapter 28). (a) Section 2801.2 Permit is hereby amended by adding the following statement to the last sentence: 2801.2 Permit, Permits shall be required as set forth in Section 105.6. For Miscellaneous Combustible Storage Permit, see Section 105.6.29. (b) Section 2808.2 Storage site is hereby amended as follows: 2808.2 Storage site. Storage sites shall be level and on solid ground or other all - weather surface. Sites shall be thoroughly cleaned and approval from the fire code official obtained before transferring products to the site. (c) Section 2808.3 Size of piles is hereby amended as follows: 2808.3 Size of piles. Piles shall not exceed 15 feet (4572 mm) in height, 50 feet (15 240 mm) in width and 100 feet (30 480 mm) in length. Exception: The fire code official is authorized to allow the pile size to be increased where a fire protection plan is provided for approval that includes, but is not limited to, the following: 1. Storage yard areas and materials - handling equipment selection, design and arrangement shall be based upon sound fire prevention and protection principles. 2. Factor that lead to spontaneous heating shall be identified in the plan, and control of the various factors shall be identified and implemented, including provisions for monitoring the internal condition of the pile. 3. The plan shall include means for early fire detection and reporting to the public fire department; and facilities needed by the fire department for fire extinguishment including a water supply and fire hydrants. 4. Fire apparatus access roads around the piles and access roads to the top of the piles shall be established, identified and maintained. 5. Regular yard inspections by trained personnel shall be included as part of an effective fire prevention maintenance program. Ordinance No. NS -XXXX Page 22 of 31 11 A -24 Additional fire protection called for in the plan shall be provided and shall be installed in accordance with this code. The increase of the pile size shall be based upon the capabilities of the installed fire protection system and features. (d) Section 2808.7 Pile fire protection is hereby amended by adding the following statement to the last sentence: 2808.7 Pile fire protection. Automatic sprinkler protection shall be provided in conveyor tunnels and combustible enclosures that pass under a pile. Combustible conveyor systems and enclosed conveyor systems shall be equipped with an approved automatic sprinkler system. Oscillating sprinklers with a sufficient projectile reach are required to maintain a 40% to 60% moisture content and wet down burning /smoldering areas. (e) Section 2808.9 Material - handling equipment, is hereby amended by adding the following sentence at the beginning of the section: 2808.9 Material - handling equipment. All material handling equipment operated by an internal combustion engine shall be provided and maintained with an approved spark arrester. Approved material- handling equipment shall be available for moving wood chips, hogged material, wood fines and raw product during fire- fighting operations. (f) Section 2808.11 Temperature control, is hereby added as follows: 2808.11 Temperature control. The temperature shall be monitored and maintained as specified in Sections 2808.11.1 and 2808.11.2. (g) Section 2808.11.1 Pile temperature control, is hereby added as follows: 2808.11.1 Pile temperature control, Piles shall be rotated when the internal temperature readings are in excess of 165 degrees Fahrenheit. (h) Section 2808.11,2 New material temperature control, is hereby added as follows: 2808.11.2 New material temperature control, New loads delivered to the facility shall be inspected and tested at the facility entry prior to taking delivery. Material with temperature exceeding 165 degrees Fahrenheit shall not be accepted on the site. New loads shall be monitored to verify that the temperature remains stable. (i) Section 2808.12 Water availability is hereby added as follows: 2808.12 Water Availability. Facilities with over 2500 cubic feet shall provide a water supply. The minimum fire flow shall be no less than 500 GPM @ 20 psi for a minimum of 1 hour duration for pile heights up to 6 feet and 2 hour duration for pile heights over 6 feet. If there is no water purveyor, an alternate water supply with storage tank(s) shall be provided for fire suppression. The water supply tank(s) shall provide a minimum capacity of 2500 gallons per pile (maximum 30,000 gallons) for piles not exceeding 6 feet in height and 5000 gallons per pile (maximum 60,000) for piles exceeding 6 feet in height. Water tank(s) shall not be used for any other purpose unless the required fire flow is left in reserve within the tank at all times. An Ordinance No. NS -XXXX Page 23 of 31 11 A -25 approved method shall be provided to maintain the required amount of water within the tank(s). (j) Section 2808.13 Tipping area is hereby added as follows: 2808.13 Tipping areas shall comply with the following: 1. Tipping areas shall not exceed a maximum area of 50 feet by 50 feet. 2. Material within a tipping area shall not exceed 5 feet in height at any time. 3. Tipping areas shall be separated from all piles by a 20 foot wide fire access lane. 4. A fire hydrant or approved fire water supply outlet shall be located within 150 feet of all points along the perimeter of the tipping area. 5. All material within a tipping area shall be processed within 5 days of receipt. (k) Section 2808.14 Emergency Contact is hereby added as follows: 2808.14 Emergency Contact. The contact information of a responsible person or persons shall be provided to the Fire Department and shall be posted at the entrance to the facility for responding units. The responsible party should be available to respond to the business in emergency situation. SECTION 26: Section 14 -35 is hereby deleted in its entirety: Sec. 14.35. Reserved. SECTION 27: Section 14 -36 is hereby amended to read as follows: Sec. 14 -36. - Hazardous materials— General provisions (Chapter 50). (a) Section 5001.5.2 Hazardous Materials Inventory Statement (HMIS), is hereby amended by modifying the starting paragraph as follows: 5001.5.2 Hazardous Materials Inventory Statement (HMIS). Where required by the fire code official, an application for a permit shall include Orange County Fire Authority's Chemical Classification Packet, which shall be completed and approved prior to approval of plans, and /or the storage, use or handling of chemicals on the premises. The Chemical Classification Packet shall include the following information: 1. Product Name Ordinance No. NS -XXXX Page 24 of 31 11 A -26 Z Component 3. Chemical Abstract Service (CAS) number 4, Location where stored or used. 5. Container size 6. Hazard classification 7. Amount in storage 8. Amount in use - closed systems 9. Amount in use -open systems. (b) Table 5003.1.1(1) Maximum Allowable Quantity per Control Area of Hazardous Materials Posing a Physical Hazard is hereby amended by deleting Footnote K without replacement. (c) Section 5003.1.1.1 Extremely Hazardous Substances is hereby added as follows: 5003.1.1.1 Extremely Hazardous Substances. No person shall use or store any amount of extremely hazardous substances (EHS) in excess of the disclosable amounts (see Health and Safety Code Section 25500 et al) in a residential zoned or any residentially developed property. SECTION 28: Section 14 -37 is hereby deleted in its entirety and Chapter 55 is adopted in Its entirety with no amendments. See. 14-37. Reserved. SECTION 29: Section 14 -38 is hereby amended as follows: Sec. 14.38. - Explosives and fireworks (Chapter 56). (a) Section 5608.2 Firing is hereby added as follows: 5608.2 Firing. All fireworks displays, regardless of mortar, device, or shell size, shall be electrically fired. (b) Section 5608.3 Application for Permit is hereby added as follows: Section 5608.3 Application for Permit. A diagram of the grounds on which the display is to be held showing the point at which the fireworks are to be discharged, the fallout area based on 100 feet per inch of shell size, the location of all buildings, roads, and other means of transportation, the lines behind which the audience will be restrained, the location of all nearby trees, telegraph or telephone line, or other overhead obstructions shall be provided to OCFA. SECTION 30: Section 14 -39 is hereby amended as follows: Ordinance No. NS -XXXX Page 25 of 31 11 A -27 Sec. 14 -39. - Flammable and combustible liquids (Chapter 57) is adopted in its entirety without amendments. SECTION 31: Section 14 -40 is hereby deleted in its entirety and Chapter 60 is adopted in its entirety without amendments. SECTION 32: Section 14 -41 is hereby amended to read as follows: Sec. 14 -41. - Referenced standards (Chapter 80). (a) NFPA 13, 2016 Edition, Standard for the Installation of Sprinkler Systems is hereby amended as follows: (1) Section 6.7.3 is hereby amended as follows: 6.7.3 Fire department connections (FDC) shall be of an approved type. The FDC shall contain a minimum of two 2'/z" inlets. The location shall be approved and be no more than 150 feet from a public hydrant. The FDC may be located within 150 feet of a private fire hydrant when approved by the fire code official. The size of piping and the number of inlets shall be approved by the fire code official. If acceptable to the water authority, it may be installed on the backflow assembly. Fire department inlet connections shall be painted OSHA safety red. When the fire sprinkler density design requires 500 gpm (including inside hose stream demand) or greater, or a standpipe system is included, four 2 Y2' inlets shall be provided. (2) Section 8.3.3.1 is hereby amended as follows: 8.3.3.1. When fire sprinkler systems are installed in shell buildings of undetermined use (Spec Buildings) other than warehouses (S occupancies), fire sprinklers of the quick - response type shall be used. Use is considered undetermined if a specific tenant/occupant is not identified at the time the fire sprinkler plan is submitted. Sprinklers in light hazard occupancies shall be one of the following: 1. Quick- response type as defined in 3.6.4.8 2. Residential sprinklers in accordance with the requirements of 8.4.5 3. Quick response CMSA sprinklers 4. ESFR sprinklers 5. Standard- response sprinklers used for modifications or additions to existing light hazard systems equipped with standard- response sprinklers Ordinance No. NS -XXXX Page 26 of 31 11 A -28 6. Standard - response sprinklers used where individual standard - response sprinklers are replaced in existing light hazard systems (3) Section 11.1.1.1 is hereby added as follows: 11.1.1.1 When fire sprinkler systems are required in buildings of undetermined use other than warehouses, they shall be designed and installed to have a fire sprinkler density of not less than that required for an Ordinary Hazard Group 2 use, with no reduction(s) in density or design area. Warehouse fire sprinkler systems shall be designed to Figure 16.2.1.3.2 (d) curve "G ". Use is considered undetermined if a specific tenant /occupant is not identified at the time the sprinkler plan is submitted. Where a subsequent occupancy requires a system with greater capability, it shall be the responsibility of the occupant to upgrade the system to the required density for the new occupancy. (4) Section 11.2.3.1.1.1 is hereby added as follows: 11.2.3.1.1.1 The available water supply for fire sprinkler system design shall be determined by one of the following methods, as approved by the Fire Code Official: 1) Subtract the project site elevation from the low water level for the appropriate pressure zone and multiply the result by 0.433; 2) Use a maximum of 40 psi, if available; 3) Utilize the Orange County Fire Authority water -flow test form /directions to document a flow test conducted by the local water agency or an approved third party licensed in the State of California. (b) NFPA 14, 2013 Edition, Installation of Standpipe and Hose Systems is hereby amended as follows: (1) Section 7.3.1.1 is hereby is deleted in its entirety and replaced as follows: 7.3.1.1 Class I and III Standpipe hose connections shall be unobstructed and shall be located not less than 18 inches or more than 24 inches above the finished floor. Class II Standpipe hose connections shall be unobstructed and shall be located not less than 3 feet or more than 5 feet above the finished floor. (c) NFPA 24, 2016 Edition, Standard for the Installation of Private Fire Service Mains and Their Appurtenances is hereby amended as follows: (1) Section 6.2.8.1 is hereby added as follows: 6.2.8.1 All indicating valves controlling fire suppression water supplies shall be painted OSHA red. Exceptions: 11 A -29 Ordinance No. NS -XXXX Page 27 of 31 1. Brass or bronze valves on sprinkler risers mounted to the exterior of the building may be left unpainted. 2. Where OS &Y valves on the detector check assembly are the only control valves, at least one OS &Y valve shall be painted red. (2) Section 6.2.9 is hereby revised to read as follows: All connections to private fire service mains for fire protection systems shall be arranged in accordance with one of the following so that they can be isolated: (1) A post indicator valve installed not less than 40 ft (12 m) from the building (a) For buildings less than 40 ft (12 m) in height, a post indicator valve shall be permitted to be installed closer than 40 ft (12 m) but at least as far from the building as the height of the wall facing the post indicator valve. (2) A wall post indicator valve (3) An indicating valve in a pit, installed in accordance with Section 6.4 (4) A backflow preventer with at least one indicating valve not less than 40 ft (12 m) from the building (a) For buildings less than 40 ft (12 m) in height, a backflow preventer with at least one indicating valve shall be permitted to be installed closer than 40 ft (12 m) but at least as far from the building as the height of the wall facing the backflow preventer. (5) Control valves installed in a fire -rated room accessible from the exterior (6) Control valves in a fire -rated stair enclosure accessible from the exterior (3) Section 10.1.5 is hereby added as follows: 101.5 All ferrous pipe and joints shall be polyethylene encased per AWWA C150, Method A, B, or C. All fittings shall be protected with a loose 8 -mil polyethylene tube or sheet. The ends of the tube or sheet shall extend past the joint by a minimum of 12 inches and be sealed with 2 inch wide tape approved for underground use. Galvanizing does not meet the requirements of this section. Exception: 304 or 316 Stainless Steel pipe and fittings (4) Section 10.4.1.1 is hereby revised to read as follows: Ordinance No. NS -XXXX Page 28 of 31 11 A -30 10.4.1.1 All bolted joint accessories shall be cleaned and thoroughly coated with asphalt or other corrosion- retarding material after installation. Exception: Bolted joint accessories made from 304 or 316 stainless steel. (5) Section 10.4.1.1.1 is hereby added as follows: 10.4.1.1.1 All bolts used in pipe -joint assembly shall be 316 stainless steel. (6) Section 10.4.3.2 is hereby revised to read as follows: 10.4.3.2 Where fire service mains enter the building adjacent to the foundation, the pipe may run under a building to a maximum of 24 inches, as measured from the interior face of the exterior wall to the center of the vertical pipe. The pipe under the building or building foundation shall be 304 or 316 stainless steel and shall not contain mechanical joints or it shall comply with 10.4.3.2.1 through 10.4.3.2.4. SECTION 33: Section 14 -47 is hereby amended to read as follows: Sec. 14 -47. Appendices. The following appendices are not adopted by the City: Appendix A is deleted in its entirety without amendments. Appendix D is deleted in its entirety without amendments. Appendix E is deleted in its entirety without amendments. Appendix F is deleted in its entirety without amendments. Appendix G is deleted in its entirety without amendments. Appendix I is deleted in its entirety without amendments. Appendix J is deleted in its entirety without amendments. Appendix K is deleted in its entirety without amendments. Appendix L is deleted in its entirety without amendments. Appendix M is deleted in its entirety without amendments. Appendix N is deleted in its entirety without amendments. SECTION 34: If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted Ordinance No. NS -XXXX Page 29 of 31 11 A -31 this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 35: Neither the adoption of this ordinance nor the repeal hereby of any ordinance shall in any manner affect the prosecution for violation or ordinances, which violations were committed prior to the effective date hereof, nor be construed as affecting any of the provisions of such ordinance relating to the collection of any such license or penalty or the penal provision applicable to any violation thereof, nor to affect the validity of any bond or cash deposit in lieu thereof, required to be posted, filed or deposited pursuant to any ordinance and all rights and obligations there under appertaining shall continue in full force and effect. ADOPTED this _ day of November, 2016 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Ordinance No. NS -XXXX Page 30 of 31 Miguel A. Pulido Mayor 11 A -32 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on November, 2016 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS -XXXX Page 31 of 31 11 A -33 11 A -34 JOINT POLICY MEETING OF THE SANTA ANA UNIFIED SCHOOL DISTRICT & SANTA ANA CITY COUNCIL CANCELLATION NOTICE THE MEETING SCHEDULED FOR MONDAY, NOVEMBER 14, 2016 AT 5:30 P.M. HAS BEEN CANCELLED. No future meeting is scheduled at this time. 13A -1 13A -2 CITY OF SANTA ANA CODE OF CONDUCT AND ETHICS COUNCIL COMMITTEE MEETING CANCELLATION NOTICE The regularly scheduled Code of Conduct and Ethics Council Committee meeting scheduled for Thursday, November 17, 2016 at 5:00 p.m. has been cancelled. x 7 If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, L at (714) 647 -5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, I Vincent F. Sarmiento, 1 Michele Martinez, 1 Angelica Amezcua, I P. David Benavides, 1 Roman Rayne, ! Sal Tinajero, Mayor ; Mayor Pro Tem, 1 Ward 2 i Ward 3 Ward 4 I Ward 5 I Ward 6 MPUIIJO(tl5anla- ane.orc 1 Ward RReynera7sante -enexm I ST'neero&anta- anecra I VSarmlaplofmsanta -ana.o o I I I 1 City Hall, 20 Civic Center Plaza a P.O. Box 1988 a Santa Ana, California 92702 Mayor 8 Council Telephone: 714- 647 -6900 + AgeldZei t IaQQiries: 714. 647 -6520 • Website: www.santa- ana.org 13A -4 CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA PUBLIC SAFETY AND NEIGHBORHOOD IMPROVEMENT November 22, 2016 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California ytltir M�t fi C Committee Members: Councllmembers Benavides, Tinajero Staff: Police Chief, OCFA Division Chief, Sr. Assistant City Attorney Recording Secretary: Eileen Greene PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS Approval of Minutes of the 9 -27 -16 Meeting 2. F/Y 16/17 Budgeted Surplus Allocation (Discussion regarding the distribution of surplus funds) — Chief Rojas /FMSA Executive Director Francisco Gutierrez {Strategic Plan Goal No. 4, 3b and 3c), 3. Patrol Scheduling /Staffing (Alternative schedules to maximize patrol staffing) — Chief Carlos Rojas {Strategic Plan Goal No. 1,1f}. 4. Police Officer Hiring (Update on recruitment and hiring of police officers) — Police Admin. Manager Robert Carroll {Strategic Plan Goal No. 1, 1i) ®If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647 -5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, Vicente Sarmiento, Michele Martinez, Angelica Amezcua, P. David Benavides, Roman Reyna, Sal Tinajero, Mayor Mayor Pro Tem, Ward 2 Ward 3 Ward 4 Ward 5 Ward 6 MPalltlo(deeMe- ene.om Ward I MMatllnez(dsanta- ana.om AAmeicua(olsanta- ana.onr BBenavltleaMaan RReynansanta-ana . om STlnaiem(daen[a- ana.onr VSamrlentofrosan a -an City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714- 647 -6900 • AgeilidZe/y I��ries: 714.647.6520 • Webs ite: www.santa- ana.ora 21 Customer Service Survey Options (Innovation and efficiency to improve customer service.) — Commander Jose Gonzalez {Strategic Plan Goal No.1, 1 and Goal 7, 11 Police Officer Body Cameras (Project Update regarding the implementation timeline) — Sergeant Michael Gonzalez (Strategic Plan Goal No.1, 1f and 3b) COMMITTEE_ MEMBER COMMENTS FUTURE AGENDA ITEMS Animal Services ADJOURNMENT — The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, January, 24, 2017, at 5:30 PM at the City Hall Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at http: / /www.santa- ana.org /strategic- planning /. (� If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647 -5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for �✓ accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, Vicente Sarmiento, Michele Martinez, Mayor Mayor Pro Tem, Ward NPulltlo0santa-ana.om Ward 1 Warinezneantaana.o,o VSerm en oro]sen a -a City Hall, 20 Civic Center Plaza Mayor & Council Telephone: 714. 647.6900 • A Angelica Amezma, Ward 3 AAmezcuanj an a- • P.O. Box 1988 Benda Item Inquirk 13A -6 P. David Benavides, Roman Rayne, Sal Tlnajero Ward 4 Ward 5 Ward 6 oaenavmesaAaama- angora aaamano aanta -anao s *Inalemna aama -an • Santa Ana, California 92702 s: 714- 647 -6520 • Website: www.santa- ana.ora CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY AND NEIGHBORHOOD IMPROVEMENT MINUTES September 27, 2016 CALL TO ORDER: Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 4:30 PM ATTENDANCE: Council Committee members: David Benavides Sal Tinajero STAFF PRESENT: Mark Lawrence, CMO Carlos Rojas, PD Dave Anderson, OCFA Laura Rossini, CAO Francisco Gutierrez, FMSA Sergio Vidal, FMSA Waldo Barela, FMSA Jason Viramontes, PD Ken Gominsky, PD Jose Gonzalez, PD Robert Carroll, PD Julie Castro - Cardenas, CMO Eileen F. Greene, Recording Secretary PUBLIC SPEAKERS: Smitty Ed Murashie Chris Schmidt Connie Hamilton PUBLIC COMMENTS Smitty, represents Civic Center Roundtable, had three questions for the PD: 1) do police officers in the civic center have to carry business cards; 2) when can someone request a supervisor; and 3) is there going to be a written procedure for the Courtyard opening for the homeless? 13A -7 Ed Murashie, resident, expressed thanks for meeting with the PD regarding the illegal Medical Marijuana Dispensaries. Noted that not all 20 applicants have opened as of yet, and questioned setting a deadline for those who haven't. Suggested working with Sheriff's Dept. regarding police body worn cameras. He questioned if the Police Department could implement some type of warning to alert the community, perhaps on NextDoor app, about foreseeable problems in their areas. Chris Schmidt, resident Windsor Neighborhood Association, voiced displeasure with Dispatch, particularly reference people parking illegally on the street. He said Traffic Engineering/Public Works require citations to see the problem. For Community Oriented Policing, aid that he has worked on the community forums and that PD's partner, Chapman University, did not do their part to move forward with the community survey. On Police Officer hiring, he inquired as to whether full time park rangers would be hired due to illicit behavior in the parks. Connie Hamilton, resident Southcoast Neighborhood Association, suggested a customer survey done with people who have interactions with police, whether it involved a call for service or the customer came into the police station. Volunteers in Policing could head up the survey. AGENDAITEMS 1. Approval of Minutes of 2 -22 -16 Meeting Motion: Approve the Minutes of 2 -22 -16 meeting. MOTION: Benavides SECOND: Tinajero VOTE: AYES: Benavides, Tinajero NOES: None (0) Motion carries. AGENDA 2. City Surplus Budget Review (Surplus Budget Presentation) — Francisco Gutierrez, Executive Director, Finance and Management Services Agency {Strategic Plan Goal No. 4, 3b and 3e) Francisco Gutierrez, Executive Director, FMSA, reported on the City's current surplus projections budget review and accrual of all expenditures for F/Y 15 -16. The allocation schedule in reference to revenues received and services rendered was discussed. Director Gutierrez 13A -8 explained the recommended amounts the City Manager will be presenting to City Council reference public safety needs and the assessment appropriation funds. 3. Police Officer Body Cameras (Project Update) — Commander Jason Viramontes {Strategic Plan Goal No. 1, if and bl Commander Viramontes updated the Committee on the Body Worn Camera Program. He summarized the RFP process and identified two vendors who will provide cameras for the pilot program — Taser Axon and Discover IT Solutions. The pilot program is effective September 19`"October 12`h. There are several items being considered for these cameras including officers' assessment of the camera, sound quality and technical presentation. Full implementation for use of the police body worn cameras is anticipated for February 2017. 4. Customer Service Improvements Related to Police Operations (Innovation and efficiency to improve customer service throughout the Police Department) — Commander Jose Gonzalez {Strategic Plan Goal No. 1, 1 and Goal 7, 11 Commander Jose Gonzalez described several different strategies as the four police Bureaus: Field Operations, Investigations, Communications (part of the Admin Bureau) and the Jail Bureau respond to ways to improve customer service to the public. Each Bureau has taken an approach to train employees, offer classes to the public, improve services technically, and create efficiency when responding to requests for service. 5. Community Oriented Policing (Update on Community Survey) — Commander Ken Gominsky {Strategic Plan Goal No. 1, 1 a Commander Gominsky reported on the four phases of the community survey project: 1) community fonuns which were held in the spring of 2016, 2) focus groups comprised of individuals who attended the forums to fill out information forms; 3) researchers develop a community survey, and 4) researchers review the agency and scholarly literature to produce a "best practices" report for the Department. The Department has partnered with Chapman University to establish and report on this survey; however, Chapman University took a sabbatical during the summer and a contract amendment is being worked on at this time. 6. Police Officer Hiring (Update on Recruitment and Hiring of Police Officers) — Police Admin. Manager Robert Carroll {Strategic Plan Goal No. 1, Ill This item was continued to the next Public Safety meeting. 13A -9 COMMITTEE MEMBER COMMENTS Committee members continue to be cognizant of the ongoing discussion related to public safety as it relates to police officer staffing and the use of police body cameras. They were excited about the implementation of the body worn cameras coming up in the beginning of the new year. Committee members want to continue to strategize and look at all options pertaining to customer service needs. Hand -in -hand with customer service needs is the Community Oriented Policing survey. Committee Chainnan Benavides requested that this item be brought up again when the new timeline is established with the research partner, Chapman University. The last item on Police Officer Hiring was moved to the next Public Safety meeting as a future item. ACTION ITEMS 1) On Item #2 (City Surplus Budget Review): Chief Rojas will do research on patrol staffing. Committee members want the report to include the best way to patrol the streets of Santa Ana. Chainnan Benavides said to analyze and look at all options, other opportunities that will benefit the community. Chief says he will take a look at all schedules, including the present 3 -12 schedule for patrol officers. 2) On Item #4 (Customer Service): Chairman Benavides directed Chief Rojas to do research on best practices on this item and bring back to this Committee. FUTUREITEMS Police Officer Hiring Community Oriented Policing ADJOURNMENT — 6:45 P.M. / ag CARLOSROJAS Chief of Police 13A -10 • CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE, CERTIFICATION AND APPROVAL BY CITY ENGINEER - FINAL PARCEL MAP NO. 2016 -103 (2740 SOUTH BRISTOL STREET) (STRATEGIC PLAN NO. 3,2) CITY MANA R RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED 0 As Recommended n As Amended 0 Ordinance on 16' Reading 0 Ordinance on 2 "tl Reading 771 Implementing Resolution �I- Set Public Hearing For CONTINUED TO FILE NUMBER This action informs the City Council of the imminent approval of the subdivision based upon the Subdivision Map Act and meeting all of the conditions of approval set by the City. The City Engineer has received Final Parcel Map No. 2016 -103 (City Tract Map No. 2016 -02), for 2740 South Bristol Street (Exhibit 1), from the current owner, 2740 Bristol, L.P., a California limited partnership, and Asiam, LLC, a California limited liability company, and is in the process of reviewing the map for final approval. On October 18, 2016, Council approved Tentative Parcel Map No. 2016 -103 which subdivides a parcel into two commercial lots located in the Planned Shopping Center (C -4) zoning district. Pursuant to Section 34 -183 of the Santa Ana Municipal Code, the City Engineer shall approve or disapprove this map within 10 days after the Council meeting of December 6, 2016. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is1�no fiscal i pact associated with this action. FredlMousavipour " Exe tive Director Public Works Agency Exhibit 1: Map 17A -1 17A -2 SEGERSTROM AVENUE 4— - - - - -7--- EXHIBIT 1 SANTA ANA Title: 1 cltY Council PARCEL MAP 2 016 -10 3 P W A Agenee Dote: V December 6, 2016 MENU wac wags n 2740 S BRISTOL STREET 17A -4 0 • i CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED PUBLIC WORKS AGENCY STATUS OF n As Recommended PROJECTS - MONTHLY CAPITAL E] As Amended C l Ordinance on Reading IMPROVEMENT PROGRAM EXECUTIVE 171 2n Ordinance on tl Reading REPORT FOR NOVEMBER 2016 0 Implementing Resolution {STRATEGIC PLAN NO. 5, 1} L] set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER • M w a #, Receive and file. DISCUSSION The November 2016 Capital Improvement Program Executive Summary Schedule (Exhibit 1) provides departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes, and percentage completed for each project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. red Mousavipour Executive Director Public Works Agency FM:lo Exhibit: 1. 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DISCUSSION The City of Santa Ana's Treasury and Customer Service Division performs the billing, payment processing, and customer service for the City's Municipal Utility Services ( "MUS ") customers (water, refuse, sewer, sanitation, and paramedic services) for more than 45,000 accounts servicing the City's 340,000 residents and business community. This system bills and processes approximately $73 million in annual payments. On March 15, 2016, the City Council approved an agreement with Systems and Software Inc. to upgrade the City's MUS customer information service /utility billing system ( "enQuesta "), to enable the City to provide new, updated customer and billing /payment services to our MUS customers. This agreement represented the culmination of a series of Finance and Management Services Agency agreements beginning in 2014 through 2016 to support enhanced electronic bill and payment presentation, real -time payment posting, customer web portal, IVR, and mobile application infrastructure. The prior, existing version of the enQuesta system had been implemented in 2009 as part of the integrated finance and utility billing project. Finance and Management Services Agency in collaboration with the Information Technology Department launched the new upgraded system on November 7, 2016. The upgraded system includes the following features: New customer web portal — This web portal allows customers to create an online account in order to conduct business with the City. Using the new portal, customers can now: • View their billing and payment history, including electronic bill presentment • View their consumption history • Update their billing address • Discontinue service • Modify their autopay and e- billing preferences 19D -1 Municipal Utility Services System Update December 6, 2016 Page 2 Real -time payment processing — The new software now allows the City to process real -time updates to customer payments. Prior to this, the system had a one -day lag while the payments were processed overnight. Invoice Cloud Electronic Wallet — This cloud -based service is integrated into the City's utility billing system and allows customers to make one -time payments, receive text notifications, and process payments by text. Coming Soon — Within the next few months, the City will also be adding two additional services: • Mobile App — The "GO App" will be available for Apple iOS and Android devices and will give customers the ability to view their account information and make payments using a mobile app. • Interactive Voice Response (IVR) — IVR functionality will be integrated into the enQuesta system that will allow customers to access their account information and make payments using via phone. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 — Team Santa Ana, Objective #2 (Establish communications plans to engage and inform employees and the community about City activities) and Strategy D (Invest in software /resources that will help streamline the flow of information to City staff and the public). FISCAL IMPACT There is no fiscal impact associated with this item. n Ja Ciulla Chef Technology Innovations Officer Information Technology Department BF:WH 19D-2 LOOP] 0 CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE; SANITATION RATE REDUCTION (STRATEGIC PLAN NO. 4) �r CITY MANAGER Receive and file the Sanitation Rate Reduction Calculation. DISCUSSION CLERK OF COUNCIL USE ONLY, APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2n6 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER The City of Santa Ana Sanitation Enterprise provides a variety of services within the City's 400 miles of public right -of -way. Sanitation Enterprise operations include graffiti abatement services, roadway cleaning, street sweeping, street tree trimming, and weed abatement. The City reviews enterprise operations expenditures as a continued best practice, including expenditures in the Public Works Agency Sanitation Fund. After completing a review this year, it was determined that the City's Graffiti Abatement Services were able to be funded by the City's General Fund. On September 20, 2016, the City Council approved an appropriation adjustment reducing the Fiscal Year 2016 -17 Budget for the Sanitation Enterprise in the amount of $1,601,440. City Council also directed staff to calculate a Sanitation Rate decrease corresponding to the transfer of $1,200,000 in Graffiti Abatement Services to the General Fund. In accordance with City Council's direction, staff performed the calculation and determined that the corresponding reduced bi- monthly rate will be $12.94 -- a $1.98 reduction to the current bi- monthly rate (Exhibit 1). Approval of the recommended action will allow the City to continue providing valuable and efficient citywide services at a cost - effective rate. Implementation of the rate reduction is scheduled for January 2017. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #4 — Maintain a stable, efficient and transparent financial environment. 19E -1 Sanitation Rate Reduction December 6, 2016 Page 2 FISCAL IMPACT The decrease in the Sanitation Rate will have a projected reduction of approximately $1,200,000 to the Environmental Sanitation Fund Revenue budget (Account No. 06817002 - 53719). Ii A -s Fr d Mousavipo r E ecutive Director Public Works Agency FM:PG APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Sanitation Rate Reduction Calculation 19E -2 SANITATION RATE REDUCTION CALCULATION FORMULA DESCRIPTION A Graffiti Removal /Street Cleaning Program B Sanitation Fund Total Budget C=A r B %of Graffiti Remvoal /Street Cleaning D Sanitation Rate (Current) C %of Graffiti Remvoal /Street Cleaning E = D x C Sanitation Rate decrease based on removal of Graffiti Program D Sanitation Rate (Current) E Sanitation Rate decrease based on removal of Graffiti Program F = D - C Proposed Adjusted Sanitation Rate Exhibit 1 19E -3 RESULT 11200,000.00 9,088,970.00 0.13 14.91 0.13 1.97 14.91 1.97 12.94 19E -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 101 TITLE: CITY MANAGER RECOMMENDED ACTION Receive and file Police Department patrol schedule options. CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER At the November 22, 2016 Public Safety and Neighborhood Improvement meeting, staff presented various Santa Ana Police Department (SAPD) patrol schedule options at the request of the Council Committee. Four patrol schedule options were presented: a) 5 day /8 hour work schedule; b) 4 day /10 hour work schedule; c) 3 day /12.5 hour work schedule; and d) 3 day /12 hour and 4 day /12 hour work schedule. The Santa Ana Police Department currently operates under a 3 day /12.5 hour patrol schedule. The 5 day /8 hour and 4 day /10 hour schedules are based on the patrol schedules from the COPS Office manual "A Performance Based Approach to Police Staffing and Allocation." The 3 day /12 hour and 4 day /12 hour schedules were the previous patrol schedules utilized by the Santa Ana Police Department. SAPD Field Operation's current patrol staffing level of 110 Police Officers was used to calculate the number of officers working per day. The 110 police officer level does not include other uniformed personnel such as Motor Officer, Gang Unit Officers, Directed Patrol and K9 Officers. These sample schedules are being provided for informational purposes. The average percentage of officers working per day on each respective schedule is listed in Table A below. Any changes to the current patrol schedule would be subject to Meet and Confer with the Police Officers Association. 19F -1 Police Department Patrol Schedule Options December S, 2015 Page 2 MAMM F°L&ALU MM Information provided in this item assists the City in meeting Goal #1 - Community Safety, Objective #5 (Provide high quality Police and Fire /Emergency Medical Services response within the City of Santa Ana), FISCAL IMPACT There is no fiscal impact associated with this item. Carlos Rotas Chief of Police Santa Ana Police Department 19F -2 • 0 CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE; UPDATE ON THE 2016 PLAZA NAVIDERA AND TREE LIGHTING CEREMONY {STRATEGIC PLAN NO. 5, 5C} ��7 - � Z_ -_ CITY MAN ER N • a ".2-2-007rce 0 As Recommended 1771 As Amended El Ordinance on 1s' Reading [� Ordinance on 2M Reeding Implementing Resolution El Set Public Hearing For CONTINUED TO Receive and file an update on the 2016 Plaza Navidena and Tree Lighting Ceremony. DISCUSSION On Saturday, November 19, 2016, the City of Santa Ana Parks, Recreation and Community Services Agency hosted the Fourth Annual Plaza Navidena and Tree Lighting Ceremony at Plaza Calle Cuatro on the corner of Fourth and French Streets. The free event involved live entertainment, including school music and dance performances from the Santa Ana Unified School District as well as leisure recreation programs. The featured band, Los Angeles Fiesta Mariachi, also entertained guests throughout the night while children enjoyed taking turns hitting the pinatas and collecting falling candy. During the brief intermission, local Santa Ana restaurant, Dos Chinos, was presented with the "Best Tamale in Town" award. Second and third place winners, Ninjas with an Appetite and Jugos Vallarta, also received awards, respectively. One of the main highlights of the evening was the annual tree lighting ceremony, where a 30 -foot Christmas tree was lit up for the first time, kicking off the holiday season. This year, Santa Claus also made a special stop to the event and was happy to take photos with families throughout the night. Along with the many festivities, hot chocolate, tamales and bunuelos were provided to keep guests warm while enjoying their favorite performances. The event was well attended with close to 800 attendees. It was a wonderful community event enjoyed by all. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City - controlled open space). 19G -1 Update on the 2016 Plaza Navidena and Tree Lighting Ceremony December 6, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Photos of the 2016 Plaza Navidena and Tree Lighting Ceremony 19G -2 at the Plaza. BEE, 1 Fig. 3 - City staff prepping yummy tamales for guests I�1VtJ tree Fig. 6 - Washington Elementary School Chorus invited the audience to sing -a -long to Holiday classics! s Fiesta Mariachi entertained guests with ballads! Fig. 8 - Children took turns hitting the pinata M 6161 1 .'\ �— - Our panel of judges had a dificult time choosing the of the Best Tamale in Town contest; they were all so N Fig. 11 - Santa Ana families enjoyed taking photos with Santa Claus Fig. 13 - A group of friends enjoying tamales at the Plaza Navidena event acts and keeping guests informed of ongoing activities. 1 .7 Vlt restaurant accepting first prize for this year's Best Tamale in Town contest work on this event! 19G -6 Mr - 0 r: CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AGREEMENT AMENDMENTS WITH SANTA ANA UNIFIED SCHOOL DISTRICT FOR JOINT USE AND REIMBURSEMENT OF CONSTRUCTION COST FOR ROOSEVELTIWALKER SITE {STRATEGIC PLAN NO. 5, 4A} � W CITY MAN GER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution Set Public Hearing For-_,,, CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an amendment to the joint -use agreement with Santa Ana Unified School District for the programming of Roosevelt/Walker site for a 30 -year term, with the option for two, 10 -year renewals to include language for both parties to contribute $50,000 per year into an irrevocable trust for repairs, subject to non - substantive changes approved by the City Manager and City Attorney. Authorize the City Manager and Clerk of the Council to execute an amendment to the reimbursement agreement with Santa Ana Unified School District for the reimbursement of construction costs of the Roosevelt/Walker site improvements by increasing the reimbursement amount by $2,587,509, for a total amount of $7,517,509, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment for FY 16/17 to recognize $498,248 from prior year fund balance and appropriate $223,248 into Residential Development District 2 and $275,000 into Residential Development District 3. DISCUSSION On June 20, 2011 City Council adopted a resolution authorizing staff to apply for a Proposition 84 "Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act" grant. The City was awarded the grant in the amount of $5 million to develop park improvements at Roosevelt Elementary School. Improvements will include a 10,000 sq. ft. Community Center, play equipment area, lighted basketball court, lighted parking lot, security lighting, running track, synthetic turf sports field, sports lighting, decomposed granite running track, fencing, landscaping, and site improvements. The joint use agreement will allow the public to access the center, play equipment area and basketball court during school hours and the 20A -1 Agreement Amendments with Santa Ana Unified School District for Joint -Use and Reimbursement of Construction Costs for Roosevelt/Walker Site December 6, 2016 Page 2 running track and field after school hours. The grant requires the City to enter into a 30 year Joint -Use Agreement with the Santa Ana Unified School District ( SAUSD). Since the SAUSD is familiar with the Department of State Architect's requirements concerning construction on school property, the District will perform the design, construction and inspection of the Joint -Use improvements. The reimbursement agreement requires the District to obtain all necessary permits /insurance and to perform all improvements under the State Grant terms for reimbursement. Together, SAUSD and City staff will review plans and monitor improvements to ensure the project is implemented per City approval. In spring 2016, the SAUSD solicited bids from qualified companies for construction of the site. This process resulted in a construction cost that was more than the available funding at the time. Therefore after discussions with SAUSD, the recommendation was to re -bid the contract in fall with the hope of a more competitive price, due to an expected decrease in construction projects. Additionally, the project was value engineered to further lower the cost. On November 1, 2016 the SAUSD opened bids with a lowest responsive bidder price of $6,300,000. The reimbursed agreement with SAUSD will be $7,517,509, which includes $902,509 of soft costs and $315,000 for contingency. This amount exceeds the Proposition 84 funds available. The City will use Community Development Block Grant funds in the amount of $2,089,261 and Park Acquisition and Development funds in the amount of $498,248 to complete the project. Additionally, the City is requesting an amendment to the joint -use agreement to include language so that the City and SAUSD each contribute $50,000 per year into an irrevocable trust. The funds from the trust will be used for necessary repairs and replacement of facilities. The Technical Advisory Committee shall review and determine the necessary repairs and allocation of the Trust Fund dollars to complete the necessary repairs. Approval of this item will be contingent upon City Council approval of the Substantial Amendment to the 2016 -2017 Annual Action Plan for the reallocation of Community Development Block Grant Funds and authorization of its submission to the US Department of Housing and Urban Development. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in the Civic Center and Centennial Santa Ana River Eco- Park). 20A -2 Agreement Amendments with Santa Ana Unified School District for Joint -Use and Reimbursement of Construction Costs for Roosevelt/Walker Site December 6, 2016 Page 3 FISCAL IMPACT An appropriation adjustment to recognize prior year fund balances and appropriations to the respective accounts and fiscal year is shown below. Accounting Unit FY 16/17 Revenue District 2 -Acq. and Dev. -Prior Year Carry Forward -(no. 31213002 - 50001) $223,248 District 3 -Acq. and Dev. -Prior Year Carry Forward -(no. 31313002 - 50001) $275,000 Expenditure Residential Development District 2 (no. 31213260- 69135) $223,248 Residential Development District 3 (no. 31313260- 69135) $275,000 Funds are available in the following accounts for the specified years: Accounting Unit FY 16/17 FY17/18 Parks, Recreation and Community Services Agency (no. 01113250 - 62320) $50,000 Community Development Block Grant (no. 13518783 - 69135) $2,089,261 Residential Development District 2 (no. 31213260- 69135) $223,248 Residential Development District 3 (no. 31313260- 69135) $275,000 1/ Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency Robert C. Cort Deputy City Manager City Manager's Office APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez $� Executive Director Finance and Management Services Agency Exhibits: 1. Amendment to the joint -use agreement with Santa Ana Unified School District 2. Amendment to the reimbursement agreement with Santa Ana Unified School District 20A -3 20A -4 FIRST AMENDED AND RESTATED JOINT USE AGREEMENT BY AND BETWEEN SANTA ANA UNIFIED SCHOOL DISTRICT AND THE CITY OF SANTA ANA (ROOSEVELT - WALKER SCHOOL) THIS FIRST AMENDED AND RESTATED JOINT USE AGREEMENT ( "Agreement ") is dated as of , 2016, by and between the Santa Ana Unified School District ('District "), a public school district duly organized and existing under the laws of the state of California, and the City of Santa Ana ( "City "), a charter city and municipal corporation duly organized and existing under the constitution and laws of the state of California (together, "Parties "). RECITALS: A. The District owns and operates both Roosevelt Elementary School, which is located at 501 S. Halladay Street, Santa Ana, California, and Walker Elementary School, which is located at 811 E. Bishop Street, Santa Ana, California. B. The Roosevelt and Walker Elementary School sites share the property located at the southwest corner of Standard Ave and Chestnut Street, which is suitable for a community center and park site. C. California Education Code §t0900 et seq., authorizes District to organize, promote, and conduct programs for community recreation and to cooperate in providing community recreation programs and facilities. D. The City has received a grant through the Statewide Park Development and Community Revitalization Program of 2008, and a grant through the United States Department of Housing and Urban Development's ( "HUD ") Community Development Block Grant ( "CDBG ") program, providing funding to construct improvements to the running track, install sports lighting at the basketball court, install a park site, construct a 10,000 square foot community center, install a parking lot for access to the park site and install fencing and landscaping around the park site. E. The City and District desire to undertake a coordinated use of the improved sports facilities and community center in order to allow maximum use by the schools, community residents and sports organizations. F. The partnership between the City and District created by this Joint Use Agreement is intended to improve general health and wellness for the residents of the Roosevelt and Walker Schools community. G. City and District entered into the original Joint Use Agreement, dated March 13, 2013 ( "Original Joint Use Agreement'), to provide for the joint use and maintenance of the community center, parking lot and sports and recreation facilities. H. The Parties now desire to replace the Original Joint Use Agreement, and make other changes thereto, with this Agreement which hereby replaces all terms and conditions of the Original Joint Use Agreement with the new terms and conditions set forth herein, and the Original Joint Use Agreement shall henceforth be of no further force or effect. .+ P NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained herein, the Parties hereto agree as follows: 1. DEFINITIONS. The following definitions shall apply to the terns as used in this Agreement: A. "Joint Use Property" shall mean that certain real property and improvements thereon described in Exhibit "A" attached hereto. B. "Joint Use Facilities" shall mean (1) the athletic field and track, and (2) one -half of the Community Center building as identified by the parties at final design of the building, all as identified in Exhibit "B" attached hereto. C. "Public Facilities" shall mean the one -half of the Community Center building as identified by the parties at final design of the building , basketball/volleyball court, tot lot, restroom and parking lot at the northeast comer of Roosevelt /Walker School site, as identified in Exhibit "C ", attached hereto. Said Public Facilities shall be open during the hours that City parks are open to the public. D. "Technical Advisory Committee" shall mean that certain committee created and appointed by the City Manager of the City and the Superintendent of the District pursuant to the Joint Use Agreement between the Parties pertaining to Godinez High School at Centennial Park. The Technical Advisory Committee shall be responsible for resolving conflicts in scheduling of and reviewing allocations of funds for repairs to the Joint Use Facilities at Roosevelt/Walker Elementary Schools, as further set forth herein this Agreement. E. "Regular School Hours" shall mean 6:00 am through 4:00 pin, Monday through Friday (excluding state and national holidays observed by the District) unless changed by agreement of the Parties. F. "District Time" shall mean the time during Regular School Hours, when the District shall have the right to schedule use of the Joint Use Facilities. G. "City Time" shall mean those days and hours, outside of District Time, when the City shall have the right to schedule use of the Joint Use Facilities. 2. TERM AND COMMENCEMENT. This Agreement shall commence on 2016, and shall run for a term of thirty (30) years. Upon the written agreement of the Parties, the term may be extended for up to two additional ten year terns. 3. PERMITTED USE OF FACILITIES. The rights of the City to schedule use of the Joint Use Facilities shall be determined based on the following. A. District Use. District shall have the right, without prior consent of the City, to schedule use of the Joint Use Facilities during District Time and, on a priority basis, for activities during City Time upon timely notice to the City and in compliance with the provisions herein ( "District Use "). However, if City has 2F„ldybitd already scheduled a program for the Joint Use Facilities, then District shall provide City with an acceptable alternate location on the Roosevelt - Walker School Site. District Use shall not include any priority use of the Public Facilities of the Community Center, but the District may request use of the Public Facilities of the Community Center. ii. A separate point of access or agreed upon control system will be provided for the City's use of the Public Facilities of the Community Center. B. City Use. City shall have the right at its discretion to schedule activities in the Joint Use Facilities during City time. ii. City shall have the exclusive light to schedule activities in the Public Facilities during Regular School Hours and City Time. iii. City shall have exclusive use of the Public Facilities during Regular School Hours. During non - Regular School Hours, City shall have access and use of all Public Facilities on the Roosevelt - Walker site. iv. The City shall be responsible for and have the authority to schedule use of the Joint Use Facilities during City Time. V. The City shall establish a system to provide for the coordination and scheduling of its use of the Joint Use Facilities during City Time, including a procedure for reserving the use of the Joint Use Facilities during City Time. C. Priority for Youth Snorts. The City will utilize the athletic field and track portions of the Joint Use Facilities during City Time exclusively for youth sport organizations with priority given to youth sport organizations that have the greatest number of youth that live within a '/a -mile radius of the Joint Use Property. D. District Priority. Priority will be given to a school or District Use of the Joint Use Facilities during City Time. In the event that District desires to use the Joint Use Facilities outside of District Time, it agrees it will schedule use of the Joint Use Facilities through the City. If District's use preempts previously scheduled City or youth sports organization use, District shall use its reasonable efforts to provide City with an acceptable alternate location for the preempted organization. E. City Programming. The City may conduct its own programs or do so through a third party, so long as done in the same manner and under the same conditions for programming in other City facilities and meets any applicable State or Federal anti- discrimination requirements and school -site safety standards such as prohibition of alcoholic beverages and tobacco. Reservation fees collected by City for City use of the Joint Use Facilities shall be retained by City. The City shall also comply with all requirements and restrictions on the collection of admission fees or other charges, per the Civic Center Act (Education Code Section 10900 et seq.), when it charges and collects and retains reservation fees, user fees or other charges for City use of Joint 20t 1 Use Facilities. The City shall not charge the District and the District shall not charge the City for any use of the Joint Use Facilities and/or the Public Facilities of the Community Center. F. Scheduling Conflicts. To the extent scheduling conflicts cannot be resolved informally by the parties, the Technical Advisory Committee shall be responsible for resolving conflicts in scheduling of the Joint Use Facilities. G. Facilities Users' General Liability Insurance. The City will ensure that each entity that receives from City a permit to utilize the Joint Use Facilities on City Time shalt have general liability insurance coverage in the amount of at least $1,000,000 per occurrence, and that the District and City are named as additional insureds on the applicable policies. H. Supervision of Joint Use Facilities. District shall be responsible for appropriate supervision while using the Joint Use Facilities during District Time. ii. The City shall be responsible for appropriate supervision while using the Joint Use Facilities during City Time. Custodial. Normal custodial services of the Joint Use Facilities will be the responsibility of the District during District Time. For third -party programs' use of the Joint Use Facilities scheduled through the City's reservation system during City Time, the City shall reimburse the District monthly for the cost to have a custodian on -site ($40 per hour, for a minimum of 2 hours and will change year -to -year based on the District's staff costs, subject to Technical Advisory Committee approval). In the event that the third -party program leaves the Joint Use Facilities in a disorderly manner beyond normal use, as determined by the Technical Advisory Committee, the City shall reimburse the District for an additional two (2) hours of custodial time. The City shall be responsible to provide custodial services for the Public Facilities. Maintenance. Normal maintenance of the Joint Use Facilities will be the responsibility of the District. District shall be responsible to maintain its portion of the interior of the Community Center building, outdoor lighting, painting, re- roofing, and acts of vandalism in the Community Center footprint. The City shall be responsible to maintain its portion of the interior of the Community Center building, the Public Facilities, and the sports lighting at the Joint Use Facilities, K. Repairs. Damages. Each party shall be responsible for damage occurring during its use of the Joint Use Property, Joint Use Facilities and /or Public Facilities. ii. Repairs. District shall be responsible for repair of the Joint Use Facilities. City shall be responsible for repair of the Public Facilities. Provided, however, District and City shall submit to the Technical Advisory Committee for review any plans for repairs required on the Joint Use Facilities or Pubic Facilities, 264-'t respectively. Upon review of any submitted plans, the Technical Advisory Committee shall determine whether and to what extent the other Party will share in the cost of the repairs to either the Joint Use Facilities or Public Facilities, as applicable. iii. Repair Fund Escrow. The Parties desire to establish an escrow account of funds added on an annual basis specifically to be expended on repairs for the Joint Use Property, hereafter referred to as "Repair Fund." Each party shall deposit Fifty Thousand Dollars ($50,000) by August 1 of each year for the tern of this Agreement, unless otherwise agreed upon in writing by the Parties, for the purpose of funding necessary repairs and replacement of the facilities of the Joint Use Property. The Technical Advisory Committee shall review any necessary repairs and determine the amount of Repair Fund dollars to be allocated for the performance and completion of said necessary repairs. The Technical Advisory Committee shall further monitor the Repair Fund to assess and determine whether the Parties' annual deposit therein should be adjusted pursuant to the repairs previously performed on and/or anticipated to be required for the Joint Use Property. L. Utilities. City shall pay for all utility services furnished to the Public Facilities and sports and security lighting on the athletic field. District shall pay for all utility services furnished to the Joint Use Facilities except the sports and security lighting mentioned above. M. Further Funding Sources. The Parties to this Joint Use Agreement will cooperate in good faith to seek further funding for improvements to the Joint Use Facilities and other common areas at the Roosevelt and Walker Elementary Schools and agree that if such funding and improvements are made, that this Joint Use Agreement will be amended to encompass the renovated areas and additional provisions related thereto. However, the City represents and warrants that no tax increment revenue from its redevelopment areas will be provided. N. Materials and Equipment. District shall furnish all materials and equipment in District's sole discretion necessary for the Joint Use portion of the Community Center. City shall furnish materials and equipment in City's discretion necessary for the Public Use portion of the Community Center. 4. CHARGE, S FOR USE OF JOINT USE FACILITIES. The City may charge and may be required to charge persons and organizations that use the Joint Use Facilities during City Time, in compliance with the provisions of Education Code section 10900 et seq., a user fee or charge as set by resolution of the City Council. The purpose of this fee is for the City to recover costs it incurs in scheduling the use of the Joint Use Facilities. District shall not charge the City for the use of the Joint Use Facilities during non - school hours. 5. INDEMNIFICATION. A. District shall defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with District's performance of this Agreement or District's failure to comply with any of District's obligations .Mb contained in the Agreement caused by District, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. In the event City is named as codefendant, District shall notify City of such fact and shall represent City in such legal action unless City undertakes to represent itself as codefendant in such legal action, in which case City shall bear its own litigation costs, expenses and attorney's fees. B. City shall defend, indemnify and save and hold harmless District, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with City's performance of this Agreement or City's failure to comply with any of City's obligations contained in the Agreement caused by City, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of District. In the event District is named as codefendant, City shall notify District of such fact and shall represent District in such legal action unless District undertakes to represent itself as codefendant in such legal action, in which event District shall bear its own litigation costs, expenses and attorney's fees. 6. INSURANCE. Both the City and the District shall maintain, for the period covered by this Agreement, at their own respective costs, their own respective policy or policies of general liability insurance and property insurance. Each party waives subrogation of its insurance coverage for the other entity. Self- insurance authorized by state law and/or maintained by the City or the District in the regular course of business for its other activities shall satisfy this requirement. 7. NOTICES. All notices, statements, demands, requests, consents, approvals, authorizations, appointments, or designations hereunder by either party to the other shall be in writing and shall be deemed given and served upon the other party, if delivered personally or three (3) days after depositing in the United States mail, postage prepaid, addressed as follows: If to CITY: and City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council City of Santa Ana Parks, Recreation and Community Services 26 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Gerardo Monet If to DISTRICT: Santa Ana Unified School District 1601 E. Chestnut Santa Ana, CA 92701 26 ;Cib Attn: Orin Williams 8. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the subject matter of this Agreement, and contains all of the covenants and agreements between the parties with respect to this matter. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made with regard to this matter by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise regarding this matter not contained in this Agreement shall be valid or binding. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by both parties to this Agreement. 9. APPLICABLE LAW. This Agreement has been made and entered into in the State of California and the laws of said State shall govern the validity and interpretation hereof and the parties' performance hereunder. 10. SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, void or unenforceable under the applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision, or the remaining provisions of this Agreement. 11. REMEDIES FOR BREACH. Any material default in the performance of any terms or conditions of this Agreement, by either party, shall constitute a breach of this Agreement. The non - defaulting party shall provide thirty (30) day written notification to cure each and every breach identified in the notification. In the event that the defaulting party fails to cure its default within such period of time, the non - defaulting party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity, or under this Agreement. The failure of a party to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that tern or conditions or any other term or condition of this Agreement. 12. BINDING EFFECT AND NONASSIGNABILITY. This Agreement and all the terms, covenants, conditions, and agreements herein contained shall be binding upon and inure to the benefit of the Parties and their respective successors. This Agreement shall not be assignable by either Party. [SIGNATURES ON FOLLOWING PAGE] 2kycla�bit� ,� IN WITNESS WHEREOF, this Agreement has been duly approved by both District and City. The "District" The "City" Santa Ana Unified School District, City of Santa Ana a political subdivision of the State of California A Charter City Dated: Dated: By: Orin Williams Assistant Superintendent Facilities & Governmental Relations By: Stefanie P. Phillips, Ed.D. Superintendent of Schools Approved as to Form By: Philip J. Henderson Attorney, Orbach Huff Suarez Sr Henderson 3 264-1 By: David Cavazos City Manager Attest: By: _ Maria D. Huizar Clerk ofthe Council Approve sta F ': Soma a lh City Attorney By 2. `/ ar o ge sist nt ity Attorney Exhibit "A" JOINT USE PROPERTY Exhibit 1 20A -13 .. ^a i I t I I 1 i' LU M Z O J a Q W Z F- H O Z m O R s v• M1 i 3nN3AV inNiS3HJ 1SV3 20A -14 i Q x x w -- Z a a H a W U Z O W LU �— 0 N W d N w H � Z z O p J W W N O O w s X w Exhibit `B" JOINT USE FACILITIES Exhibit 1 20A -15 I f I I W II I� IL I� I I' ! iI tf' �: W J z J LL � iui p H• � Z O O 00 i A,\\i i/ i w { 0 0' inN3AV inN1S3H:) 1SV3 20A -16 m :n x w J a a w U OW U LU J N < W Q N w N F- z ~ _ z O p J W W N 0 n L X LL Exhibit "C" PUBLIC FACILITIES Exhibit 1 20A -17 II. 'I ii j. I! I• ii. i'. 1 I I I j w Z Z � IIn 0 :0 0. SI I i �I It L I t I t� �t I s J n / Qo inN3AV ION S3HJ 1SV3 20A -18 t _ ii w w Z F- J J � Q � LL Q v z D m M O a m U x w Q a H a LJJ U Z Ow W J N U W N LL U J Z m Z) O C- J W W V) O/�/ LL Q s x LL FIRST AMENDMENT TO AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SANTA ANA UNIFIED SCHOOL DISTRICT REGARDING REIMBURSEMENT OF CONSTRUCTION COSTS FOR ROOSEVELT - WALKER ELEMENTARY SCHOOL INCORPORATING PROP. 84 GRANT AND CDBG REQUIREMENTS THIS FIRST AMENDMENT TO THE REIMBURSEMENT AGREEMENT ( "First Amendment ") is entered into this day of 2016, by and between the City of Santa Ana, a charter city and municipal corporation ( "Cit)�') and the Santa Ana Unified School District, a public school district ( "District "). RECITALS A. On March 18, 2013, the City entered into Reimbursement Agreement #A- 2013 -043 ( "said Agreement ") with the District regarding the reimbursement of design and construction costs for improvement of the multi - purpose sports and recreation facilities (the "Facilities ") at Roosevelt - Walker Elementary School (the "Project "). B. hi accordance with the terms and conditions of said Agreement, the parties desire to amend said Agreement to increase funding for the Project. C. In addition, the City, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ( "HUD ") Community Development Block Grant ( "CDBG ") Catalog of Federal Domestic Assistance (CFDA) Number 14.218, Federal Award Identification Numbers (FAIN) B- 14 -MC -06 -0508, B- 15- MC -06- 0508, B- 16 -MC -06 -0508, award amounts of $5,560,186, $5,434,375 and $5,286,263 respectively, on July 1, 2014, July 1, 2015, and July 1, 2016 respectively, desires to amend said Agreement to include the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations (24 CFR 570.000), et seq., to pay for design and construction of the Project. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 2, subsection b, of said Agreement shall be amended to read as follows: "The City shall reimburse the District for preconstruction costs, which shall include design costs, and construction costs for the Facilities in a total not to exceed the amount of Seven - Million, Five - Hundred Seventeen Thousand, Five - Hundred Nine Dollars ($7,517,509.00), which includes Four - Million, Nine - Hundred and Thirty Thousand Dollars ($4,930,000.00) in Prop 84 funds from the State, Two - Million, Eighty -Nine Thousand, Two- Hundred Sixty -One Dollars ($2,089,261.00) in CDBG funds from HUD, Two- Hundred Twenty -Three Thousand, Two- Hundred Forty -Eight Dollars ($223,248.00) in A &D District 2 Available Funds from the City, and Two- Hundred Seventy -Five Thousand Dollars ($275,000.00) in A &D District 3 Available Funds from the City. The City shall pay invoices submitted by the District within thirty (30) days following receipt of invoice as set forth above, subject to receipt of Prop 84 funds from the 1 2 Fyckibit,f 9 State and availability of CDBG Rinds from HUD. The City shall retain Seventy- Thous<aad Dollars ($70,000.00) for costs associated with contract administration and CEQA compliance required by the grant." 2. Section 2, subsection d, of said Agreement shall be deleted. 3. Section 4, subsection a, of said Agreement shall be amended to read as follows: "This Agreement shall begin on the date first stated above and terminate ninety days after District files a Notice of Completion regarding the Facilities or by June 30, 2019, whichever is the earlier. The City may extend the term of the Agreement with a writing signed by the City Manager and City Attorney. Except as indicated, herein, neither party may terminate this Agreement." 4. Section 11.5, shall be added to said Agreement and read as follows: 1111.5. Terms Required Based on CDBG Funding The following terms are made apart of this Agreement, as required by the Parties' participation in and use of funds from the HUD CDBG program. A. Use of Debarred, Suspended, or Ineligible Participants. The Parties shall comply with the provisions of 24 CFR 570.609 relating to the employment, engagement of services, awarding of contracts, or funding of any contractor or subcontractor during any period of debarment, suspension, or placement in ineligibility status. B. No Pending Investigation. Each Party asserts that, to the best of its knowledge, it is not the subject of any current or threatened criminal or civil action investigation by any other public agency, including without limitation a police agency or prosecuting authority, which would relate to performance of the Agreement or provision of services hereunder. C. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. District shall comply with applicable uniform requirements as described in 24 CFR 570.502. The following requirements and standards must be complied with: 2 CFR Part 200 et al. District shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318 -326. D. Other Program Requirements. District shall carry out each activity in compliance with all federal laws and regulations described in Subpart IC of 24 CFR 570. District will carry out its activities in compliance with the requirements of Subpart K of 24 CFR 570, however District does not assume the City's environmental responsibilities or the responsibility for initiating the environmental review process tinder 24 CFR Part 52, 2(�Ai 2U B. Reversion of Assets. District shall comply with the following: 1. Upon the expiration of this Agreement, District shall transfer to City any CDBG funds on hand at the time of the expiration of this Agreement as well as any accounts receivable attributable to the use of CDBG funds. [24 CPR 570.503 (b)(7)] 2. Any real property under District control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: a. Used, where City has given written approval, to meet one of the national objectives stated in 24 CPR 570.208 until five (5) years after expiration of this Agreement, or for such longer period of time as determined to be appropriate by City; or b. If not used in accordance with subparagraph (a) above, District shall pay to City an amount equal to the current fair market value of the property less any portion of the value attributable to the expenditure of non -CDBG funds for acquisition of, or improvement to, the property, Such payment is program income to City. F, Audit Report Requirements. The District agrees that if the District expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, the District shall have an annual audit conducted by a, certified public accountant in accordance with the standards as set forth and published by the United States Office of Management and Budget. The District shall provide City with a copy of said audit by April 1 of the year following the program year in which this Agreement is executed. G. Record Keeping /Reporting. Both Parties shall keep and maintain complete and adequate records and reports to assist one another in 'meeting and maintaining its record keeping responsibilities sunder applicable law, which includes Title 24, Part 570 of Code of Federal Regulations (24 CFR 570.000), et seq. The Parties agree to share with each other the guidelines and parameters of required record keeping. The Parties agree to keep all Project records for at least five (5) years from the date of completion of the Project. Records to be maintained include: project plans, procurement documents, labor compliance doctiunents, documentation of project expenses, including evidence of incurring the expense, invoices for goods or services, copies of any and all contracts or documentation pertaining to costs for subcontractors, plus all other invoices and proof of payment for which CDBG fiords were expended, and any payments therefor. H. Access to Records. City and the United States Government and their representatives or auditors shall have access for purposes of monitoring, auditing, and examining Districts activities and performance, to books, documents and papers, and the right to examine records of Districts subcontractors, bookkeepers and accountants, employees and participants in regard to said program. City and 2�i�b� 1 the United States Government and their representatives or auditors shall also schedule on -site monitoring at their discretion. Monitoring activities may also include, but are not limited to, questioning employees and participants in said program and entering any premises or any site in which any of the services or activities funded hereunder is conducted or in which any of the records of District are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. L Econonue Opportunities for Low Income People. To the extent allowable under applicable state law, the Parties shall implement the goals of Section 3 of the Housing and Urban Development Act of 1968 that requires employment and other economic opportunities arising in connection with housing rehabilitation, housing construction and other public construction projects which shall, to the extent feasible and consistent with existing federal, state and local laws and regulations, be given to low and very low- income persons. To the extent applicable, the Parties shall comply and /or cause compliance with Section 3 Clause requirements for the Project. Labor Standards /Prevailing Wage. The District agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement, The District agrees to comply with the Copeland Anti -Dick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5, The District shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. In its contract(s) for construction of the Project, the District shall include a provision that states in pertinent part: If there is a difference between the general prevailing wage rates determined by the Director of the Department of Industrial Relations ("California Prevailing Wages ") and the applicable minimum wage rates determined by the Secretary of Labor ("Federal Wages ") for similar classifications of work, the Contractor and its Subcontractors of every tier shall pay their workers not less than the higher wage rate. K. Lobbying. The Parties shall ensure that they comply with federal law (31 U.S,C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. 2UA-22 L. Indirect Cost Rate. Pursuant to 2 CFR §200.331(a)(4), the Indirect Cost Rate for the award shall be an approved federally recognized indirect cost rate negotiated between the District and the Federal government, or, if no such rate exists, the de minimis indirect cost rate as defined in 2 CPR §200.414(b) Indirect (F &A) costs. For this Agreement, the de minimis indirect cost rate of 0% will apply. M. Program Income. District shall comply with program income requirements set for the in 24 CFR 570.504(c). Program income received by the District shall be returned to the City unless otherwise provided for in this Agreement. N, Equipment. The purchase of equipment is not allowable under this Agreement. 0. Prohibited Use. District hereby certifies and agrees that it will not use funds provided through this Agreement to pay for entertainment, meals or gifts, or other prohibited uses. P. Women- and Minority -Owned Businesses. District will use its best efforts to afford small businesses, minority business enterprises, and women's business enterprises the maximum practicable opportunity to participate in the performance of this Agreement in accordance with the requirements of 2 CFR 200.321 "Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms ". As used in this Agreement, the term "small business" means a, business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and "minority and women's business enterprise" means a business at least fifty -one percent (51 %) owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are African - Americans, Spanish - speaking, Spanish surnamed or Spanish - heritage Americans, Asian - Americans, and American Indians. District may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. Q. Conflict of Interest. Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, the District certifies that no member, officer, employee, agent or assignee of the City having direct or indirect control of any CDBG monies granted to the City, inclusive of the subject CDBG fiends, shall serve as an officer of the District. Further, any conflict or potential conflict of interest of any officer of the District shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed frilly incorporated as a part hereof. Notice shall be sent by the District to the City regarding any changes or modifications to its board of directors and list of officers. R. Limitation of Funds. The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of CDBG funds which limitations are not presently anticipated. Accordingly, the City reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding, In the event of funding reduction, the City may, in its sole and absolute 5 discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of the Districts authority to commit and spend fiords, or may restrict the Districts use of both its uncommitted and its unspent funds. Where HUD has directed or requested the City to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, the City's City Manager or delegate is authorized to act for the City in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes, If such a reduction in funding occurs, the District shall be permitted to de -scope accordingly. In no event, however, shall any revisions made by the City affect expenditures and legally binding commitments made by the District before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such conm ritments are consistent with HUD cash withdrawal guidelines. Closeout. The District agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: I . District must submit, no later than ninety (90) calendar days after the end date of the period of perfonnance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the City authorizes an extension, District must liquidate all obligations incurred wider the Federal award not later than ninety (90) calendar days after the end date of the period of perfonnance as specified in the terms and conditions of the Federal award; 3. District must promptly refund any balances of unobligated cash that the City paid in advance or paid and that is not authorized to be retained by District for use in other projects (See OMB Circular A -129 and 2 CFR §200.345); 4. District must account for any real and personal property acquired with Federal funds or received from the Federal government in accordance with 2 CFR § §200.310 - 200.316 and 200.329; and, 5. The City should complete all closeout actions for the Federal award no later than one year after receipt and acceptance of all required final reports. T. Liability Resulting from CDBG Requirements. Notwithstanding any other provision provided herein, the Parties acknowledge and agree that any amounts, including without linutation costs, charges, fees, penalties, or delays of the Proj cot, incurred by the District directly or indirectly arising out of, connected with, or resulting from the obligations required by the Parties' participation in and use of fiords from the 1 -IUD CDBCr program, including as a result of any audit performed in connection therewith, shall be home by and the responsibility of the City, except as otherwise mutually agreed to in writing by the Parties or if said amounts are incurred wholly because of the sole negligence or willful misconduct of the District. 2UA-b 2 4 Upon written notice by the District, City shall pay directly or reimburse the District for said amounts within thirty (30) days of District's notice. 5. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force and effect. This First Amendment may be executed in any number of counterparts all of which when taken together shall constitute one and the same document. This First Amendment shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to said Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Catvalho C n By: A HODGE sis tCityAttomey RECOMMENDED FOR APPROVAL: C� l Y i l •L T O T. 0 i; /:1 DAVID CAVAZOS City] Manager SANTA ANA UNIFIED SCHOOL DISTRICT: Name: Title: DUNS: GERARDO MOUET, Executive Director Parks, Recreation & Community Services Agency m r "o 20A -26 s N 71 r 4M u •= DECEMBER 6, 2016 11111 111114 APPROVE APPROPRIATION ADJUSTMENT, CONSULTANT AGREEMENT WITH KIMLEY- HORN AND ASSOCIATES FOR OC STREETCAR DESIGN REVIEW SUPPORT, AND AMEND 2016/17 CAPITAL IMPROVEMENT PROGRAM {STRATEGIC PLAN NO. 6, 1C} CITY MANAGE CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2rid Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Approve an Appropriation Adjustment to recognize Orange County Transportation Authority funds as outlined in the Design Agreement between Orange County Transportation Authority and the City of Santa Ana, in the amount of $493,469, to be received into the Select Street Construction Fund and Measure M2 Competitive Fund revenue account and appropriated into the same expenditure accounts for expenditure in Fiscal Year 2016/17. 2. Authorize the City Manager and the Clerk of the Council to execute an agreement with Kimley -Horn and Associates, Inc., to provide engineering, technical, and administrative support services, for the three -year period beginning December 6, 2016 and expiring December 5, 2019, with provisions for one two -year renewal option exercisable by the City Manager and City Attorney, in an amount not to exceed $250,000 for the term of the contract, including any renewal, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Amend the Fiscal Year 2016/17 Capital Improvement Program to add Orange County Transportation Authority funding in the amount of $493,469 to the OC Streetcar Project. DISCUSSION In 2008, the cities of Santa Ana and Garden Grove entered into a partnership with the Orange County Transportation Authority (OCTA) to develop a last -mile connection from the Santa Ana Regional Transportation Center to Garden Grove. Since completion of the planning and environmental document in 2015, OCTA has taken the lead agency role for the design, implementation, operations, and maintenance of the project (OC Streetcar). The OC Streetcar will increase transportation options for the residents of both cities. It will also provide greater access along its 4.15 -mile route (in each direction) along Santa Ana Boulevard, Fourth Street, and the Pacific Electric right -of -way to Harbor Boulevard in Garden Grove. 20B -1 Appropriation Adjustment, Agreement for OC Streetcar Design Support, and Amendment to the 2016/17 Capital Improvement Program December 6, 2016 Page 2 On March 15, 2016, City Council authorized the City Manager and Clerk of the Council to execute a cooperative agreement with the OCTA in the amount not to exceed $1,493,469 for the term beginning upon OCTA Board approval of the project, and ending one year after the beginning of revenue service. The purpose of the agreement was to describe the roles and responsibilities of Santa Ana to review and support the project's design development, and the manner and limit of compensation by OCTA to the City of Santa Ana. $1 million was appropriated for the OC Streetcar Project in the FY 2016/17 Capital Improvement Program (CIP). Therefore, an amendment to the CIP is required to recognize the additional $493,469 in the current fiscal year. OCTA funding for the design costs will be comprised of the following funding sources: Federal New Starts, Congestion Mitigation and Air Quality (CMAQ), Federal Transit Administration (FTA) 5307, State Cap- and - Trade, and Measure M2 Project S, as described in the August 22, 2016, OCTA staff report, "OC Streetcar Project Revised Capital Funding Plan" (Exhibit 1). Based on OCTA's revised capital funding plan, the expected distribution of design funding is as follows: Funding Source Percentage Amount Federal New Starts 50% $746,735 Federal CMAQ 18% $264,344 FTA 5307 5% $67,206 State Cap- and -Trade 9% $128,438 M2- Project S 19% $286,746 100% $1,493,469 The project is currently in the design phase and is scheduled to begin construction in 2018. To date, 30 percent of the design review has been completed. Due to the magnitude and specialty of this project, it is recommended that a technical consultant with expertise in streetcar design be hired to augment City staff, to ensure that the aggressive project schedule is met and the City's interests are protected. On October 4, 2016, the Public Works Agency released a Request for Proposals on the City's website to provide technical design review support related to the OC Streetcar project on an as- needed basis. A detailed Scope of Work will be outlined when /if a specific Task Order is assigned to the Consultant. The Consultant will provide staff augmentation during the comprehensive review of various submittals for the streetcar including the 60 %, 90 %, and 100% plan check on an as- needed basis. Consultant will also provide written comments in the form of hard -copy prints, a -file comments, or tabular comments with clear reference to where the comment applies in the review set. Consultant reviews shall be provided in a format acceptable to the City and OCTA. 20B -2 Appropriation Adjustment, Agreement for OC Streetcar Design Support, and Amendment to the 2016/17 Capital Improvement Program December 6, 2016 Page 3 Three proposals were received and evaluated by a review committee from the Public Works Agency. Each firm was evaluated using the following criteria: • Firm /Team Experience • Understanding of Need • Relevant Project Experience • Schedule * References The list of the firms and each respective score is as follows: FIRM SCORE Kimley -Horn & Associates, Inc. 95 Dewberry Engineers, Inc. 84 KPFF 78 Staff recommends that Kimley -Horn and Associates, Inc. be retained to provide design review services for the OC Streetcar Project. A consultant services agreement has been prepared and is ready for execution (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The appropriation adjustment will recognize the funding for OC Streetcar in the amount of $1,493,469 into the Measure M Street Construction Fund in the following revenue and expenditure accounts: FUNDING SOURCE REVENUE ACCOUNT NO. EXPENDITURE ACCOUNT NO. AMOUNT OCTA Federal & State Grants 03217002 -57004 03217664 -66220 $1,209,710 M2- Project S 03217002 -52332 03217663 -66220 $283,759 TOTAL: TOTAL: $1,493,469 411W - Appropriation Adjustment, Agreement for OC Streetcar Design Support, and Amendment to the FY 2016/17 CIP December 6, 2016 Page 4 The estimated project spending plan is as follows: Fr d Mousavipour Executive Director Public Works Agency FM/W EG /JG /ST FISCAL YEAR AMOUNT FY 2016/17 $1,063,592 FY 2017/18 $429,877 TOTAL: $1,493,469 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. OCTA Staff Report for OC Streetcar Project - Revised Capital Funding Plan 2. Agreement with Kimley -Horn and Associates, Inc. M: 7_1 ki m= Ke1l1ZkCA0: 7_ 1lF *101:iCA01 *1kI_11111:161:7kI 1 OC Streetcar Project Revised Capital Funding Plan Staff Report EXHIBIT 1 20B -5 August 22, 2016 To: Members of the Board of Directors From: Darrell Johnson, Chief Executive Officer Subject: OC Streetcar Project Revised Capital Funding Plan Overview On Auaust 16, 2016, the California State Transportation Agency announced an award of a $25.52 million Transit and Intercity Rail Capital Program grant to the OC Streetcar Project. An updated funding plan, as well as an authorizing resolution to accept the grant, is presented for approval to incorporate the recommended state funding. Recommendations A. Adopt the Orange County Transportation Authority Resolution 2016 -070 authorizing the Chief Executive Officer, or designee, to accept the $25.52 million grant award and execute grant - related agreements with the California State Transportation Agency, and the California Department of Transportation as the administrative agency of the Transit and Intercity Rail Capital Program. B. Approve the redirection of $9.17 million in Federal Transit Administration Section 5307 funds from the Anaheim Regional Connector Project to the OC Streetcar Project, increasing Federal Transit Administration Section 5307 funds from $4.09 million to $13.26 million. C. Approve the use of up to $5.32 million in Measure M2 Project S funds, increasing Measure M2 funds from $51.83 million to $57.15 million. D. Approve the revised Capital Funding Plan and authorize staff to make all necessary amendments to the Federal Transportation Improvement Program, and execute any required agreements or amendments to facilitate the recommendation above. un Transportation Authority 550 South Main Street /P.O. 1316 ge /California 92863 -1584 1(714)560- OCTA(6282) OC Streetcar Project Revised Capital Funding Plan Page 2 Background The State Transit and Intercity Rail Capital Program (TIRCP) was created by Senate Bill 862 (Chapter 36, Statutes of 2014) to provide grants from the Greenhouse Gas (GHG) Reduction Fund to support capital and operational investments that will modernize, improve, and integrate bus and rail transit systems. The purpose of the TIRCP is to reduce GHG emissions by reducing vehicle miles traveled throughout the state. On February 5, 2016, the California State Transportation Agency (CaISTA), in collaboration with the California Department of Transportation as the designated administrative agency, issued a competitive call for projects that made available a minimum of $440 million through state fiscal year 2017 -18 based on ten percent of cap- and -trade auction proceeds. The final amount of funding available is dependent on the level of cap- and -trade auction proceeds. In response to this opportunity, the Orange County Transportation Authority (OCTA) submitted a proposal to CaISTA requesting funding to support the OC Streetcar Project. On July 25, 2016, OCTA's Board of Directors (Board) approved the capital funding plan for the OC Streetcar, providing a total of $297.92 million for the project. The funding sources included the Federal Capital Investment Grant Program (New Starts), Congestion Mitigation and Air Quality Improvement Program (CMAQ) funds, Federal Transit Administration (FTA) Section 5307, Measure M2 (M2) Project S, and TIRCP funding. On August 16, 2016, CaISTA announced the award of TIRCP funds to the OC Streetcar Project in the amount of $25.52 million. As a result, a funding plan revision is required to incorporate the actual grant amount awarded by CaISTA. Discussion Projects pursuing a New Starts full funding grant agreement are required to show a committed and reasonably- anticipated funding plan for the project, including the local match. Consistentwith the Board - adopted Capital Programming Policies and the M2 Ordinance, which requires that every effort be made to maximize state and federal funding for M2 projects, staff submitted an application to CaISTA in April 2016 to pursue TIRCP funds. The funding plan assumed that the project might receive up to $40 million from this cap- and -trade program. The possibility that the OC Streetcar Project might not receive a full award, based on the lower than anticipated revenues for the grant program, was further discussed in the July 25, 2016, Board report. 20B-7 OC Streetcar Project Revised Capital Funding Plan Page 3 Based on the announcement, CaISTA is awarding the OC Streetcar Project a $25.52 million grant toward the New Starts project cost, contingent upon the receipt of a federal New Starts full funding grant agreement. The award leaves a $14.48 million gap in the funding plan that the revised plan will address. On June 27, 2016, the Board approved the City of Anaheim concluding all planning work on the Anaheim Regional Connector Project with OCTA taking over any future work on this concept. There is approximately $9.17 million in FTA funds that remain available from that project, which is in the same FTA grant as the OC Streetcar. OCTA is limited in how it may redirect the remaining FTA funds and only projects within the existing grant are eligible to use the funds. For this reason, it is recommended that these funds be used for the OC Streetcar to avoid risk of their loss. This change will make up part of the funding gap in the plan. It is recommended that the remaining difference of $5.32 million be funded using M2 Project S. The use of additional M2 Project S funds for this project fits well within the most recent Project S revenue projections. The table below compares the July funding strategy to the proposed, revised funding plan. Funding Sources Prior Plan Updated Plan Difference % of Project (millions) Funding Federal New Starts* $ 148.96 $ 148.96 $ - Federal CMAQ 53.03 53.03 - Federal FTA 5307* 4.09 13.26 9.17 Sub -Total Federal $ 206.08 $ 215.25 $ 9.17 72.2% State Cap- and - Trade* $ 40.00 $ 25.52 $ (14.48) 8.6% Sub -Total State and Federal $ 246.08 $ 240.76 $ (5.32) 80.8% M2 - Project S $ 51.83 $ 57.15 $ 5.32 19.2% TOTAL* $ 297.91 $ 297.91 $ 100.0% *Final amounts contingent upon state and federal approvals. Another TIRCP grant of approximately $2.48 million for mobile ticketing equipment will provide supplemental funding for a mobile ticketing project, which is beyond the existing scope for the OC Streetcar New Starts Capital Funding Plan. Staff intends to return to the Board at a later date on the specific scope and schedule for use of this grant award. I+ O OC Streetcar Project Revised Capital Funding Plan Page 4 The Capital Funding Plan, which provides funding information for OCTA- funded commuter rail capital projects and also highlights the recommended changes included in this item is provided as Attachment A. A resolution that would authorize OCTA to accept the TIRCP grant is provided as Attachment B. Next Steps The project team will continue to prepare the annual New Starts application update and submit the application to FTA by September 2, 2016. Additionally, the project team will continue to develop the application to enter engineering, and, upon resolution of FTA comments, will submit a letter formally requesting entry into engineering. This request is anticipated to be made in fall 2016 following FTA's acceptance of the New Starts application annual update submittal. Summary A revised funding plan for the OC Streetcar Project that reflects the award of $25.52 million in TIRCP funding is presented. Staff is seeking Board approval OC Streetcar Project will use a total of $240.76 million in state and federal funding to support approximately 80.8 percent of the overall project cost matched with 19.2 percent in Measure M2 funds. Attachments A. Capital Funding Program Report B. Resolution No. 2016 -070 - Orange County Transportation Authority 2016 Transit and Intercity Rail Capital Grant Program Authorization Prepared by: r str Adriann Cardoso Capital Programming Manager (714) 560 -5915 pqpljiwo Approved by: Kia Mortazavi Executive Director, Planning (714) 560 -5741 ii ORANGE COUNTY TRANSPORTATION AUTHORITY OC Streetcar Project Revised Capital Funding Plan Attachment A 20B -10 4-j O O F-----.iM [tq O 1 2 R R ATTACHMENT A MR . . . . . . Al,, 1, A ,�f SK o A 0 A I t +5 g 4T Ft I OF 1 21 m 8 C c Nil -i ®R vn ,I o MR . . . . . . Al,, 1, A ,�f SK o A 0 A I t +5 g 4T Ft I OF 1 21 m 8 C c Nil -i ®R vn ,I • *1 YI r f �o ml W N rvl. m m' rail vl O m 1 O i = c, W il C3 a c m E o m W D) O ' a` N C 2F O o U O1 U C a g U U .- c E lac a 0 o E m y U m c n O O O W d ¢ �• C Q C N C d O~ N O) N O C c —x (� L mu ~CiE mum =o E o��LL aQ� O N v C~JUari aai�ai000 c c 0 o m t �E nc a `4 E O E C S F N N W N d c r 0 O E 0 o w a m o n L� U 0 O V O O N N d O j �LL N 5 C U LL c d c o c c t v r E ME o0 o � m FJZ c � a �Q c0 N 6 -O N 'Aa •VY o O o Q oc O N O 2,9 O U c v m»". N O m�oula — E 5 Q O U7 O a O d , D_ m m m o m m c a�00�'�'m y a ii v5 w � N Q O' Q v O E N a c EI- a; F O��IMn �NU vmi o'i N R t v o - S o -� w J - n o � r y z Z W _I .+ m � N I VIR"� o H ry� ti a'mi o tqm TM N� K CI K C C K 4 �o ml W N rvl. m m' rail vl O m 1 O i = c, W il C3 a c m E o m W D) O ' a` N C 2F O o U O1 U C a g U U .- c E lac a 0 o E m y U m c n O O O W d ¢ �• C Q C N C d O~ N O) N O C c —x (� L mu ~CiE mum =o E o��LL aQ� O N v C~JUari aai�ai000 c c 0 o m t �E nc a `4 E O E C S F N N W N d c r 0 O E 0 o w a m o n L� U 0 O V O O N N d O j �LL N 5 C U LL c d c o c c t v r E ME o0 o � m FJZ c � a �Q c0 N 6 -O N 'Aa •VY o O o Q oc O N O 2,9 O U c v m»". N O m�oula — E 5 Q O U7 O a O d , D_ m m m o m m c a�00�'�'m y a ii v5 w � N Q O' Q v O E N a c EI- a; F O��IMn �NU vmi o'i v o - o -� w - n o y z Z W �o ml W N rvl. m m' rail vl O m 1 O i = c, W il C3 a c m E o m W D) O ' a` N C 2F O o U O1 U C a g U U .- c E lac a 0 o E m y U m c n O O O W d ¢ �• C Q C N C d O~ N O) N O C c —x (� L mu ~CiE mum =o E o��LL aQ� O N v C~JUari aai�ai000 c c 0 o m t �E nc a `4 E O E C S F N N W N d c r 0 O E 0 o w a m o n L� U 0 O V O O N N d O j �LL N 5 C U LL c d c o c c t n+% U E ME o0 pl L m FJZ c � a �Q c0 N 6 -O N 'Aa •VY o O o Q oc O N O 2,9 O U c m»". N O m�oula — E 5 Q O U7 O a O d , D_ m m m o m m c a�00�'�'m oU a ii v5 w ro oerUK N Q O' Q v O LL YO N m m�oi»K c EI- a; F O��IMn �NU vmi o'i R v a FO6 ORANGE COUNTY TRANSPORTATION AUTHORITY OC Streetcar Project Revised Capital Funding Plan F., TW7 m 1T N m Im =3 20B -13 ATTACHMENT B RESOLUTION NO. 2016 -070 ORANGE COUNTY TRANSPORTATION AUTHORITY 2016 TRANSIT AND INTERCITY RAIL CAPITAL GRANT PROGRAM AUTHORIZATION WHEREAS, the California State Transportation Agency, in collaboration with the California Department of Transportation, administers the Transit and Intercity Rail Capital Program to fund transformative capital improvements that will modernize the State's intercity, commuter, and urban rail systems, and bus and ferry transit systems, to significantly reduce emissions of greenhouse gases, vehicle miles traveled, and congestion, and; WHEREAS, the Orange County Transportation Authority applied for and was awarded grant funds as an eligible grantee of Transit and Intercity Rail Capital Program funds, and; WHEREAS, the California State Transportation Agency and California Department of Transportation requires the grantee to certify, by resolution, the acceptance of awarded grant funds and authority to execute grant - related agreements for the purpose of implementing the grant project; THEREFORE, BE IT RESOLVED that the Board of Directors of the Orange County Transportation Authority authorizes the Chief Executive Officer, or designee, to file and execute grant applications and agreements, certifications and assurances, and other documents for and on behalf of the Orange County Transportation Authority for the purpose of obtaining financial assistance awarded through the Transit and Intercity Rail Capital Program. ADOPTED, SIGNED, AND APPROVED this day of 2016. AYES: NOES: ABSENT: ATTEST: Laurena Weinert Lori Donchak, Chair Clerk of the Board Orange County Transportation Authority OCTA Resolution No. 2016 -070 20B -14 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 6TH day of December, 2016 by and between KIMLEY -HORN AND ASSOCIATES, INC. ( "Consultant "), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing cinder the Constitution and laws of the State of California ( "City "). RECITALS A. On October 4, 2016, the City issued Request for Proposal No. 16 -125, by which it sought a consultant to provide technical support for the design review of the OC Streetcar Project for the City of Santa Ana Public Works Agency. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 16 -125, and related addendum. 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 furnish the services as set forth in Exhibit A, to this Agreement. Consultant's proposal is incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B and incorporated by reference to this Agreement. The total sum to be expended cinder this Agreement shall not exceed $250,000 for the term of the Agreement, including any renewal. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. Exhibit 2 20b -15 3. TERM This Agreement shall commence on the date first written above and terminate on December 5, 2019, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for one additional (2) year period, upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent 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 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 DocLUnents & Data the subcontractors prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 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 commerciat 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 Page 2 of 8 20B -16 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 therefiom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self - insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions, b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City, (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. 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 Page 3 of 8 20B -17 indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) fi °om any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willfid misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be perfonned under this Agreement. Consultant shall maurtain complete and accurate records with respect to the casts 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 tinder this Agreement, Page A of 8 20B -18 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services as specified in Certifications Exhibit C, attached hereto and is incorporated by reference as though fully set forth herein. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 Fred Mousavipour Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M -36) P.O. Box 1988 Santa Ana, CA 92702 Fax 714 -647 -5622 Pa e5 of' 8 2 0B -19 To Consultant: Kimley -Isom and Associates, Inc. 765 The City Drive, Suite 200 Orange, CA 92868 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, 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terns 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 ally party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the patty waiving the breach, faihire, 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 specifics. Page 6 of 8 20B -20 16. TERMINATION This Agreement maybe terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a, As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate, Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NON - DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations specified in Certifications Exhibit C, attached hereto and is incorporated by reference as though fully set forth herein. 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 tern of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions, Said inability shall be cause for termination of this Agreement. Page 7 of 8 20B -21 20. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and is incorporated by reference as though filly set forth herein. 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. a All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Sy J N M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FRED MOUSAVIPOUR Executive Director Public Works Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager KIMLEY HORN AND ASSOCIATES, INC. NAME: TITLE: Page 8 of 8 20B -22 Our approach will be to continue our effort from the point where we completed review of the 30% design. We anticipate providing as- needed support in technical areas Identified by the City, and formal reviews of the 80 %, 90% and 100% design. Typical areas or our support include: • Civil • Drainage • Traffic • Electrical • Structural • Geotechnical • Surveying • Landscape Architect We will use our knowledge on other streetcar projects to advise the City on key elements of the project that may impact City facilities. Some of the specific technical topics we envision include; Drainage — The streetcar guideway alignment will likely have challenges related to flooded width of the roadway. In addition, the City's storm drain facilities generally lack needed capacity, and in many cases, are near the end of their useful life. Water Quality — This project will need to comply with permit specifications for North Orange County and meet the requirements of the Santa Ana Regional Water Quality Board (Order No. R8- 2009 - 0030 /NPDES No. CAS618030). This will require water quality treatment with City - approved devices. Utilities — The streetcar guideway will introduce conflicts with many crossing and parallel utilities. Treatment of these will need to consider age /condition of the utility, 19 maintenance accessibility and long -term plans. Traffic — The new streetcar will need to be coordinated with parallel traffic flow, and must consider cross traffic along busy arterials. In addition, there will be elements related to safe and efficient operation in specific areas that need to be addressed. This can be particularly challenging in the downtown area with events. Overhead Contact System (OCS) — The OCS will need to be designed to minimize impacts to trees, sidewalks, surface utilities, businesses, and residents. In addition, this system will need to consider ultimate improvements since modification is costly and Impacts streetcar operation. TPSS Sites — Size and configuration of the TPSS sites is a critical component as these have the potential to be unsightly and prevent future Improvements. Working closely with the designer to consider current and future community needs is critical. Geotechnical — Geotechnical considerations have the potential to reduce cost and Impacts; however, it is critical that these recommendations adequately support the long -term needs of the facility and adjacent roadway. Right -of -Way — Providing all of the needed property conveyances and Identifying challenges early is critical to the success of the project. This also includes evaluating prior rights to assure that all transactions consider proper agreements. 20B -23 Kimley > >>Norn The following describes the general tasks we anticipate under this contract: Task 1 - Support to City for Design Coordination Kimley -Horn staff will attend design coordination meetings with the City (internally and externally) on an as- needed basis. Task 2 - Review of Supporting Documentation Kimley -Horn staff will review supporting design documentation provided by design team for consistency and compliance to City standards. Task 3 — Technical Reviews Kimley -Horn will provide technical reviews of project components as requested by the City. This may involve the areas of work described above. Reviews will typically include technical information with proposed solutions or direction with a brief summary write -up. Task 4 — Review of 60°%, 90 %, and 100% Design t7C Streetcar Plan Sets We will provide written comments for each review package. Review comments will be placed in a comment matrix and including the following basic information: • Comment Number • Resolution • Document • Document Page • Comment • Date 20 Plans received in electronic format (PDF) will have comments inserted electronically with a PDF Writer or as requested by the City. Task 5 — Comment Consolidation with City Staff Kimley -Horn will attend an internal comment review meeting with the City. At the meeting, we will work with City staff to consolidate design review comments that will be forwarded to the CCTA design team. Task 6 -- Comment Resolution Meetings Kimley -Horn will attend comment resolution meetings with the City (internally and externally) on an as- needed basis to assist in resolving design conflicts. Task 7 -• Project Management We will provide project management to accomplish the above stated scope of services. It will encompass communicating with designated City staff (via phone, email, etc.) to provide coordination between City staff and Kimley -Horn staff. Assumptions Review of plans and materials submitted will be based on approved City standards as of August 1, 2015 per Cooperative Agreement unless directed otherwise by the City. Per the Cooperative agreement the total review time will be 30 days from each formal review package submittal. The 30 -day period begins when the City receives the submittals. If multiple formal review packages are prepared, the separate packages will not be concurrently reviewed. 20B -24 K[C leyoHorn y q L. lD C C O I-I Q C ba o r G w a EXHIBIT B F� I I-I p o I b M �D V1 h O o0 Ki• O h M .-1 OO 0 � � 169 b0 CJ �.i b�9 6�9 69 :9 � V# 6R � 69 V3 69 H 69 %i FR &9 Vi 6d9 Utl� w I G I I � I I I � t� y^' �" 'il � 0Q M N Q cry�P�• Aegq CMG `mid' 'y!� 4 `�vvy11 I� U � {Ow Fq � 5�g �(O� 4�� 5g � 69 ery� yhy 64 +R � I (�G� Y3 f9 69 typN.�� 69 � !�3 ("q�; �(Chpy* ryO 69 fR 64 C..1 � imp � •u� p 0 N p 0 O p 4 0 O Q G W❑❑ y p � v) v1 vj vj I/j V1 vt h I{j h V1 Vt U o V1 h qq r5 v � W o I O H U pN � �MMD oM�rOy cOc�� U w N M cMM,j C ba o r G w a EXHIBIT B F� I I-I p ti M O b M �D V1 h O o0 Ki• O h M .-1 OO � � 169 b0 CJ �.i b�9 6�9 69 :9 � V# 6R � 69 V3 69 H 69 %i FR &9 Vi 6d9 �ppyyll 1 I I I I I I I � t� y^' �" 'il � 0Q M N Q cry�P�• Aegq CMG `mid' 'y!� 4 `�vvy11 I� U � {Ow Fq � 5�g �(O� 4�� 5g � 69 ery� yhy 64 +R � 6M9 F9 Y3 (�G� Y3 f9 69 typN.�� 69 � !�3 ("q�; �(Chpy* ryO 69 fR 64 p 0 O O p 0 O p 4 0 O Q G p O p p � v) v1 vj vj I/j V1 vt h I{j h V1 Vt h vt V1 h Tp m� H pN � �MMD oM�rOy cOc�� I.1�/-� I�I��ry vWI/'�� N M cMM,j � 804 � � � G9 6b9 6b9 fig W �pT b4 69 EH P9 69 69 fff 69 89 69 Erg rm � w7 h ao o� h co rn C o0 01 4'� 0 rn n 0 r t, 0 rn� 0 T t^ 0 rn 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4 0 c3 q 4 p o p q H p p 0 0 0 C C b 0 0 0© O p p Q p 0 0© p p g 0 z z z z z z z z W � �T m m e IT 4 m a ovy'o• a °1 N 'n f; b M w m ry m n 0 N N N 0 �p ,TY H � A a p � � � qgm qqm rri W qp tm q A rn W W N 20B -25 81 N M A Wf G J I a N W o <% � m a 8 s a P�1 � U w 0 0 H a N0 Fa 0 0� •� Q C7 u p M p Cl b � 0 Q o\ c 4X W C: G 4 tl a ~ I� off�,, M � I Gl O z h O u 0 0� •� Q C7 u p M p Cl b � 0 Q o\ c 4X W C: G 20B -26 N N M O N a a Gl O O h O U r p .� Vl Vl An I/1 �n Vl In U1 Vl V1 A(1 N V1 VI V1 V1 A � i M Om T b rq In f^h cn W -' O r P r IT cn O b i o �o �C � � N m Ch R ^' .-� yN. 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W q• t•. W rn t� bh t. as e� t« W a n IvJ rn ,j!v�! O O Q G tl O - O O-- - O - 0 0 0 0 0 0 .n r+ H ti — ryryO R� U i+ 6 6 O O O C Q p 0 0 0 O O O O tt C1 O O O O O O l N N ti r+ N H rl � r" '� °� n n ~ .^.. ,-• N n .-I ,a. .+ p W tom- N N M M C d �yj % Goa M n� W sa a9 va s3 v> s9 v> to z'"i � flNi Cti vMi r V o. O VJ b N O W 51' O� � <r1 YI tM IC � C m In M Gam' N µ M ftl M UJ Yn (� U3 69 E9 K s9 6� H 69 fA fR 69 b9 E9 69 c9 a9 H] Vi a' H U � ua rl- J N N c }egg 5 �p j R A p N a � m z M a a �a N � 0 0 I m L a w° O b F F II ° C'a O � 4 z © 0 ao 0 u n O �yy vi o Q y o ffi °{ ffi v, •p � v en Q 0i d 20B -29 U 0 z 0 yy�yy 0 �q q �p L a w° O b F F II ° C'a O � 4 z © 0 ao 0 u n O �yy vi o Q y o ffi °{ ffi v, •p � v en Q 0i d 20B -29 EXHIBIT G 21 20B -30 Kimley)>> orn CITY OF SANTA ANA RFP NO.; 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) hi conformance with Title 23 United States Cade 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 bit], and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Nan - collusion Affidavit is pant of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Ofn"2' Subscribed and sworn to (or affirmed) before me on this *,A day of Pd!6e , 20)b, by 5crihe ✓hrnald 0(Ahde,ItA. proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature EMMA S ®f2T0 r1 t) .p fit. COMM.82M0476 NOTARY MkIC- CALWORMAfIi ORANGE COUNTY (h 20B -31 aosw Page I of I CITY OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT 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: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Sign: ---L —6` l! Title: Vice President Kimley -Horn and Associates, Inc. Firm: Date: 10/18/2016 Page t of 1 20B -32 _ CITY -OF. SANTA ANA RFP NO.: 16.125 OC STREETCAR DESIGN REVIEW SUPPORT NON- DISCRIAUNATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor, 5, The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non- compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. Page 1 of 2 20B -33 CITY OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subeonsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: -- Title: Vice President Firm: Kimley -Horn and Associates, Inc. Date: 10/18/2016 Page 2 of 2 20B-34 Local Assistance Procedures Manual _ - _ EXHBIT10 -1 Notice to Proposers DBE Information EXHIBIT 10 -I NOTICE TO PROPOSERS DBE INFORMATION The Agency has established a DBE goal for this Contract of 7.5 % OR The Agency has not established a goal for this Contract. However, proposers are encouraged to obtain DBE participation for this contract. 1. TERMS AS USED IN THIS DOCUMENT • The term "Disadvantaged Business Enterprise" or "DBE" means a for- profit small business concern owned and controlled by a socially and economically disadvantaged person(s) as defined in Title 49, Code of Federal Regulations (CFR), Part 26.5. • The term "Agreement" also means "Contract." • Agency also means the local entity entering into this contract with the Contractor or Consultant. • The term "Small Business" or "SB" is as defined in 49 CFR 26.65. 2. AUTIIORITY AND RESPONSIBILITY A. DBEs and other small businesses are strongly encouraged to participate in the performance of Contracts financed in whole or in part with federal funds (See 49 CFR 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs "). The Consultant must ensure that DBEs and other small businesses have the opportunity to participate in the performance of the work that is the subject of this solicitation and should take all necessary and reasonable steps for this assurance. The proposer must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts, B. Proposers are encouraged to use services offered by financial institutions owned and controlled by DBEs. 3. SUBMISSION OF DBE INFORMATION If there is a DBE goal on the contract, Exhibit 10 -01 Consultant Proposal DBE Commitment must be included in the Request for Proposal. In order for a proposer to be considered responsible and responsive, the proposer must make good faith efforts to meet the goal established for the contract. If the goal is not met, the proposer must document adequate good faith efforts. All DBE participation will be counted towards the contract goal; therefore, all DBE participation shall be collected and reported. Exhibit 10 -02 Consultant Contract DBE Information must be included with the Request for Proposal. Even if no DBE participation will be reported, the successful proposer must execute and return the form. 4. DBE PARTICIPATION GENERAL INFORMATION It is the proposer's responsibility to be fully informed regarding the requirements of 49 CFR, Part 26, and the Department's DBE program developed pursuant to the regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 CPR 121 and be certified through the California Unified Certification Program (CUCP), LPP 13.01 20B -35 Page 1 of May 8, 2013 . ....Local Assistance Procedures Manual - _ ... _. "... _ EXHBIT 10 -1 Notice to Proposers DBE Information B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE proposer not proposing as a joint venture with a non -DBE, will be required to document one or a combination of the following: 1. The proposer is a DBE and will meet the goal by performing work with its own forces. 2. The proposer will meet the goal through work performed by DBE subconsultants, suppliers or trucking companies. 3. The proposer, prior to proposing, made adequate good faith efforts to meet the goal. D. A DBE joint venture partner, must be responsible for specific contract items of work or clearly defined portions thereof. Responsibility means actually performing, managing, and supervising the work with its own forces. The DBE joint venture partner must share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest. E. A DBE must perform a commercially useful function pursuant to 49 CFR 26.55, that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. F. The proposer shall list only one subconsultant for each portion of work as defined in their proposal and all DBE subconsultants should be listed in the bid/cost proposal list of subconsultants. G. A prime consultant who is a certified DBE is eligible to claim all of the work in the Contract toward the DBE participation except that portion of the work to be performed by non -DBE subconsultants. 5. RESOURCES A. The CUCP database includes the certified DBEs from all certifying agencies participating in the CUCP. If you believe a firm is certified that cannot be located on the database, please contact the Caltrans Office of Certification toll free number 1 -866- 810 -6346 for assistance. B. Access the CUCP database from the Department of Transportation, Office of Business and Economic Opportunity Web site at: http: / /www.dot.ca.gov/hgibep /. 1. Click on the link in the left menu titled Disadvantaged Business Enterprise; 2. Click on Search for a DBE Firm link; 3. Click on Access to the DBE Ottery Form located on the first line in the center of the page. Searches can be performed by one or more criteria. Follow instructions on the screen. 6. MATERIALS OR SUPPLIES PURCHASED PROM DBES COUNT TOWARDS THE DBE GOAL UNDER THE FOLLOWING CONDITIONS: A. If the materials or supplies are obtained from a DBE manufacturer, count 100 percent of the cost of the materials or supplies. A DBE manufacturer is a firm that operates or maintains a factory, or establishment that produces on the premises the materials, supplies, articles, or equipment required under the Contract and of the general character described by the specifications. B. If the materials or supplies purchased from a DBE regular dealer, count 60 pet-cent of the cost of the materials or supplies. A DBE regular dealer is a firm that owns, operates or maintains a store, warehouse, or other establishment in which the materials, supplies, articles or equipment of the general character described by the specifications and required under the Contract are bought, kept in stock, and regularly sold or leased to the public in the usual course of business. To be a DBE regular dealer, the firm must be an established, regular business that engages, as its principal business and under its own name, in the LPP 13 -01 20B -36 Page 2 of 3 May 8, 2013 Local Assistance Procedures Manual - - - - - - -" "- - C %HBI'TI6 -d Notice to Proposers DBE Information purchase and sale or lease of the products in question. A person may be a DBE regular dealer in such bulk items as petroleum products, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place of business provided in this section. C. If the person both owns and operates distribution equipment for the products, any supplementing of regular dealers' own distribution equipment shall be, by a long -term lease agreement and not an ad hoc or Agreement -by- Agreement basis. Packagers, brokers, manufacturers' representatives, or other persons who arrange or expedite transactions are not DBE regular dealers within the meaning of this section. D. Materials or supplies purchased from a DBE, which is neither a manufacturer not a regular dealer, will be limited to the entire amount of fees or commissions charged for assistance in the procurement of the materials and supplies, or fees or transportation charges for the delivery of materials or supplies required on the job site, provided the fees are reasonable and not excessive as compared with fees charged for similar services. LPP 13 -01 20B -37 Page 3 of 3 May S, 2013 Local Assistance Procedures Manual _ _ _ _ Exhibit 10 -.01 Consultant ProposalDBE Commitment EXHIBIT 10 -01 CONSULTANT PROPOSAL DBE COMMITMENT 1. Local Agency: City of Santa Ana Public Works 2, Contract DBE Goal: 7,50 % 3. Project Description: OC Street Design Review Support RPP NO, 16 -125 4. Project Location: Santa Ana CA 5. Ccnsuitant's Name: Kimley -Horn and Associates, Inc. 6, Prime Certified DBE: ❑ 7. Description of work, Service, or Materials Supplied A. DBE Certification Number 9, DBE Contact Information a 19. DBE /o Geotechnical Review #20259 Parikh Consultants, Inc. 2360 Qume Drive Ste A San Jose, CA 95131 TBD (408) 452 -9000 Gary Parikh _.. LOCal Agency to GOm9laklp this Seckion.- - 11. DOTAL CLAIMED DBE PARTICIPATION BD% 17, Local Agency Contract Number: 16, Fedaral -Ald Project Number: 19. Proposed Contract Execution Date: IMPORTANT: Identify all DBE firms being claimed for credit, Local Agency certifies that all DBE certifications are valid and Information on this form Is complete and accurate, regardless of tier. Written confirmation of each listed DBE Is required 10/18/2016 12, Preparers Signature 13. Date 20, Local Agency Representative's Signature 21, Date Darren Adrian, P.E. (714) 939 -1030 22, Local Agency Representative's Name 23. Phone 14. Preparer's Name 15. Phone Vice President 24. Local Agency Representative's Title 16. Preparers Title DISTRIBUTION: Original — Included with consultant's proposal to local agency. ADA Notice: for Individuals with sensory disabilities, this document Is available in alternate formats. for Information call (916) 8548410 or TDD (916) 654- 3880 or write Records and Forms Management, 1120 N Small, MS -89, Sacramento, CA 95814, Page 1 of 2 July 23, 2015 rI- Local Assistance Procedures Manual EXHIBIT 104{ Consultant Certification of Contract Costs and Financial Management System EXHIBIT 10 -K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA -OB 13 -07- Safe harbor Indirect Cost Rate for Consultant Contracts found at http:/hvwrv. dot. ca, gov/l iq/ LocaiProgranes /DLA_OB/DLA_OB.htm in lieu ofthis farm,) Certification of Final Indirect Costs: Consultant Finn Name: Kimley -Horn and Associates Inc. Indirect Cost Rate: 195.40% (Includes FCCM of 0.57 %) *for fiscal period 111115 to 12/31/15 *Fiscal period covered for Indirect Cost Rate developed (not the contract period). Local Government: City of Santa Ana Contract Number: Project Number: RFP N0, 16 -125 I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1. All costs included in this proposal to establish final Indirect Cost Pates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31. 2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31. All known material transactions or events that have occurred affecting the firm's ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant, Certification of Dollar Amount for all A &E Contracts: I, the undersigned, certify that the approximate dollar amount of all A &E contracts awarded by Caltrans or a California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies is — $38.5M (Transp. /ITS /Transit') and the number of states in which the firm does business is 50 . Certification of Direct Costs: I, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be: Page 1 of 2 LPP 15 -01 January 14, 2015 20B -39 Local Assistance Procedures Manual EXHIBIT 10 -K Consultant Certification of Contract Costs and Financial Management System t. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgate(] by the Cost Accounting Standards Board (when applicable). 2. Compliant with the terns of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CFR, Chapter 1, Part 172 — Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (if applicable) TAD b Task Order Proposed Contract Amount (or amount not to exceed if on -call contract): $ by Task Consultants (if applicable) Proposed Total Contract Amount (or amount not to exceed if on -call contract): $TBD by Task Order Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary) PARIKH Consultants, Inc. Consultant Certifying (Print Name and Title): $ 1131) by Task Order $ TBD by Task Order Name: Enda Melvin, P.E._____ Title: Sr. Vice President Consultant Certification Signature Date of Certification (tnni/dd /yyyy): Consultant Contact Information: Email: enda.melvinOwkimlev-honu.conr- Pbone number: 916 $58- 5800_ * *An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract, Note: Per 2.i U.S.C. 112 @)(2)(B), 5'uhennrrdemis mzrst comply with the FAR Casi Principles canairred in A8 CFR, PmY 3l. 23 CFR lleoi 172.3llefinnions state: Consultant means the individual orfirer providing engineering and design relaled.vervices as a party to the aontracl. Therefore, sarhaonsrsrlutnts as parties of a conhnet must courplete a ew't�callon and send orlghraly Yu AcPr1 mvd keep copies in Local Agency Project Piles. Uisiribntina: t) Original to Cnlnans AudiLS and Lrves[igntions 21 Retained in Local Agency Project Files Page 2 of 2 UP 15.01 January 14, 2015 rl- -1 Local Assistance Procedures Manual EXHIBIT 10 -K Consultant Certification of Contract Costs and Financial Management System ExBuBrr 10 -K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note: If requesting to utilize the Safe Harbor Indirect Cost Rate submit Attachment I of DLA -011 I3 -07 - Safe Harbor, Indirect Cost Rate for Consultant Contracts fatnrd at http: //lv;vw. flat. cngov/ lzq/ LoeaU 'rogrunisIDLA_OBIDLA_OB,htnt in lien gI'MAfornr,) Certification of Final Indirect Costs: Consultant Firm Name: Guida Surveying, Inc. Indirect Cost Rate: 179.1$ * for fiscal period 2016 *Fiscal period covered for Indirect Cost Rate developed (not the contract period). City of Santa Ana - Department of Public Works Local Government: Contract Number: NA Project Number: RFP 16 -125 1, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (PAR) of Title 48, Code of Federal Regulations (CFR), Part 31. 2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31. All known material transactions or events that have occurred affecting the firm's ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: 1, the undersigned, certify to the best of my knowledge and belief that otr Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Pail 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A &E Contracts: 1, the undersigned, certify that the approximate dollar atnonnt of all A&E contracts awarded by Caittans or a California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies is $7M and the number of states in which the firm does business is ONL Certification of Direct Costs: 1, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a Government contract shall be: I. Compliant with Generally Accepted Accounting Principles (GAAP) and standards promulgated by the Cost Accounting Standards Board (when applicable). LPP 15 -01 20B -41 Page I of 2 January 14,2015 Local Assistance Procedures Manual EXHIBIT 10 -K Consultant Certification of Contract Costs and Financial Management System 2. Compliant with the terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CPR, Chapter 1, Part 172 — Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (it' applicable) Proposed Contract Amount (or amount not to exceed if on -call contract): $ 1BD Prime Consultants (if applicable) Proposed Total Contract Amount (or amount not to exceed if on -call contract): $ TBD Prime, list all Subconsultants and proposed subcontract dollar amounts (attach additional page if necessary) NA Consultant Certifying (Print Name and Title): Name: Ralph Guida, IV, PS Title: President Consultant Certification Signature ** e• Date of Certification (mm /dd /yyyy): 10/1.3/2016 _ Consultant Contact Information: Email: rguidaiv a guidasurveying.cotn Phone number: (949) 777 -2000 * *An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 U.S'. C. 112(b)(2)(B), Subconctdtaws anal conrpll, with the FAR Cost Principles contained is 48 CFR, Parl 31 23 CFR Part 172.3 Defirailions stale +: Cansaltont means Ore in<livl<kral nr firm providing engirraering mrd design related s¢rrrces as n party Ito the cwuract. 77ierefbre, Subconsultants as parties ofa contract most eoniptete to certification and send at glnals to AM and keep copies in Local Agency Prrrject Files. nisrrlbulion: 1) Original to Oalnans Audits and Inmstigations 2) Retained in Local Agency Project Piles L,PP 15 -01 20B-42 Page 2 of 2 January 14, 2015 _ .. ... ...... ....... ..EXHIBIT 10- I {.... ...... .. .. .....oca Assistance roce ut•csN[antial .. Consultant Certifieation of Contract Costs and Financial Management System EXHIBIT 10 -K CONSULTANT CERTIFICATION OF CONTRACT COSTS AND FINANCIAL MANAGEMENT SYSTEM (Note; If requesting to utilise the Safe Harbor Indirect Cost Rate submit Attachment 1 of DLA -OB 13 -07- Safe Harbor Indirect Cost Rate far Consultant Contracts found at http:// www. elot.ca. gov/ hq/ LocalPrograrns /DLA_OB/DLA_OB.hin: in lieu of this form.) Certification of Final Indirect Costs: Consultant Firm Name: PARIKH Consultants, Inc. Indirect Cost Rate: 150% *for fiscal period 02/01/2015 to 01/31 /2016 *Fiscal period covered for Indirect Cost Rate developed (not the contract period). Local Government: City of Santa Ana Contract Number: Project Number: I, the undersigned, certify that I have reviewed the proposal to establish final indirect cost rates for the fiscal period as specified above and to the best of my knowledge and belief: 1. All costs included in this proposal to establish final Indirect Cost Rates are allowable in accordance with the cost principles of the Federal Acquisition Regulations (FAR) of Title 48, Code of Federal Regulations (CFR), Part 31. 2. This proposal does not include any costs which are expressly unallowable under the cost principles of the FAR of 48 CFR, Part 31. All known material transactions or events that have occurred affecting the firm's ownership, organization, and Indirect Cost Rates have been disclosed as of the date of proposal preparation noted above. Certification of Financial Management System: I, the undersigned, certify to the best of my knowledge and belief that our Financial Management System meets the standards for financial reporting, accounting records, internal and budget control as set forth in the FAR of Title 49, CFR, Part 18.20 to the extent applicable to Consultant. Certification of Dollar Amount for all A& E Contracts: I, the undersigned, certify that the approximate dollar amount of all A &E contracts awarded by Caltrans or a California local agency to this firm within the last three (3) calendar years for all State DOT and Local Agencies is $_11,000,000.00 and the number of states in which the firm does business is ONE Certification of Direct Costs: 1, the undersigned, certify to the best of my knowledge and belief that all direct costs identified on the cost proposal(s) in this contract are reasonable, allowable and allocable to the contract in accordance with the cost principles of the FAR of Title 48, CFR, Part 31. Allowable direct costs to a. Government contract shall be: LPP 15 -01 20B-43 Page I of 2 January 14,2015 -Local Assistance Procedures Manual - - - - - -- - - EXHIBIT 10 -K Consultant Certification of Contract Costs and Financial Management System 1. Compliturt with Generally Accepted Accounting Principles (GAAP) and standards promulgated by the Cost Accounting Standards Board (when applicable). 2. Compliant with the terms of the contract and is incurred specifically for the contract. 3. Not prohibited by 23 CPR, Chapter 1, Part 172 — Administration of Engineering and Design Related Service Contracts to the extent requirements are applicable to Consultant. All costs must be applied consistently and fairly to all contracts. All documentation of compliance must be retained in the project files. Subconsultants (if applicable) Proposed Contract Amount (or amount not to exceed if on -call contract): $ TBD Prime Consultants (if applicable) Proposed Total Contract Amount (or amount not to exceed if on -call contract): $ Prime, list all subconsultants and proposed subcontract dollar amounts (attach additional page if necessary): Consultant Certifying (Print Name and Title): Name: Gary Parikh Title: Consultant Certification Signature * *: Date of Certification (mm /dd /yyyy): 10112/2016 Consultant Contact Information: Email: gparilchcrparikhnet.com Phone number: 408 -452 -9000 * *An individual executive or financial officer of the consultant's organization at a level no lower than a Vice President or Chief Financial Officer, or equivalent, who has authority to represent the financial information utilized to establish the Indirect Cost Rate proposal submitted in conjunction with the contract. Note: Per 23 US. C. 112(b)(2)(B), Subeonsultants must comply ivith the FAR Cast Principles conlained in 48 CFR, Part 31. 23 CPR Part 1723 Definitions stater Consultant means the individual orfirm providing engineering and design related services as a parry to the contract Therefore, subconsultants as partles ofa contract must complete a cerifleation and send originals to A &1 and keep eoples in Local Agency Project Files. Distribution: 1) Original to Calnuns Audits and Investigations 2) Retained in Local Agency Project Files LPP 15 -01 Page 2 of 2 January 14,2015 CITY OF SANTA ANA ... RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT Required federal clauses for third party agreements The following provisions apply to all purchases regardless of its value: Article 1. Federal changes Consultant shall at all times comply with all applicable fta regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the agreement between the authority and fta , as they may be amended or promulgated from time to time during this agreement. Consultant's failure to comply shall constitute a material breach of contract. Article 2. No federal government obligation to third parties Authority and consultant acknowledge and agree that, notwithstanding any concurrence by the federal government in or approval of the solicitation or award of the underlying agreement, absent the express written consent by the federal government, the federal government is not a party to this agreement and shall not be subject to any obligations or liabilities to the authority, consultant, or any other party (whether or not a party to this agreement) pertaining to any matter resulting from the underlying agreement. Consultant agrees to include these requirements in all of its subcontracts. Article 3. Program fraud and false or fraudulent statements and related acts A. Consultant acknowledges that the provisions of the program fraud civil remedies act of 1986, as amended, 31 u.s.c. § §3801 et seq. And u.s, dot regulations, "program fraud civil remedies," 49 c.fr. part 31, apply to its actions pertaining to this project, Accordingly, by signing this agreement, consultant certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying agreement of the fta assisted project for which this agreement's work is being performed. Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the federal government reserves the right to impose penalties of the program fraud civil remedies act of 1986 on consultant to the extent the federal government deems appropriate. 13, Consultant also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the federal government under an agreement connected with a project that is financed in whole or part with federal assistance awarded by fta under the authority of 49 u.s.c. §5307 et seq„ the government reserves the right to impose the penalties of 18 u.s.c. § 1001 and 49 u.s.c. §5307(n) (1) et seq. On consultant, to the extent the federal government deems appropriate. Consultant agrees to include this requirement in all of its subcontracts, Article 4. Civil rights assurance During the performance of this agreement, consultant, for itself, its assignees and successors in Interest agree as follows: A. Compliance with regulations: consultant shall comply with the regulations relative to nondiscrimination in federally assisted programs of the department of transportation (hereinafter, "dot ") title 49, 20B -45 CITY OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT code of federal regulations, part 21, as they may be amended from time to time, (hereinafter referred to as the regulations), which are herein incorporated by reference and made a part of this agreement. B. Nondiscrimination: consultant, with regard to the work performed by it during the agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Consultant shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the regulations, including employment practices when the agreement covers a program set forth in appendix b of the regulations. C. Solicitations for subcontracts, including procurement of materials and equipment: in all solicitations either by competitive bidding or negotiation made by consultant for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by consultant of consultant's obligations under this agreement and the regulations relative to nondiscrimination on the grounds of race, color, or national origin. D. Information and reports: consultant shall provide all information and reports required by the regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the authority to be pertinent to ascertain compliance with such regulations, orders and instructions. Where any information required of a consultant is in the exclusive possession of another who fails or refuses to furnish this information consultant shall so certify to the authority as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for noncompliance: in the event of consultant's noncompliance with nondiscrimination provisions of this agreement, the authority shall impose agreement sanctions as it may determine to be appropriate, including, but not limited to: 1. Withholding of payments to consultant under the agreement until consultant . complies; and/or 2. Cancellation, termination, or suspension of the agreement, in whole or in part. F. Title vi of the civil rights act. In determining the types of property or services to acquire, no person in the united states shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination tinder any program or activity receiving federal financial assistance in violation of title vi of the civil rights act of 1964, as amended, 42 u.s.c. sections 2000d et seq, And dot regulations, "nondiscrimination in federally assisted programs of the department of transportation— effectuation of title vi of the civil rights act of 1964," 49 off part 21. In addition, fta circular 4702. 1, "title vi and title vi- dependent guidelines for fta recipients," 05- 13 -07, provides fta guidance and instructions for implementing dot's title vi regulations. G. The americans with disabilities act of '1990, as amended (ada), 42 u.s.c, sections 12101 et seq., rl- CITY OF SANTA ANA . RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT prohibits discrimination against qualified individuals with disabilities in all programs, activities, and services of public entities, as well as imposes specific requirements on public and private providers of transportation. H. Incorporation of provisions: consultant shall include the provisions of paragraphs (a) through (h) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the regulations, or directives issued pursuant thereto. Consultant shall take such action with respect to any subcontract or procurement as the authority may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event consultant becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, consultant may request the authority to enter into such litigation to protect the interests of the authority, and, in addition, consultant may request the united states to enter into such litigation to protect the interests of the united states. Article 5. DBE contract provisions for fta- assisted contracts with disadvantaged business enterprise (DBE) goals I. DBE participation It is the consultant's responsibility to be fully informed regarding the requirements of 49 cfr, part 26 and the orange county transportation authority's (authority's) DBE program developed pursuant to these regulations. Particular attention is directed to the following: A. A DBE must be a small business firm defined pursuant to 13 cfr 121 and be certified through the califomia unified certification program (cuep), B. A certified DBE may participate as a prime consultant, subconsultant, joint venture partner, as a vendor of material or supplies, or as a trucking company. C. A DBE must perform a commercially useful function pursuant to 49 cfr 26.55 that is, a DBE firm must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work. D. Consultant must not claim DBE participation as attained until the amount to be claimed is paid and fully adheres to DBE crediting provisions. If the consultant has committed to utilize DBE(s) in the performance of this dot- assisted contract, the consultant's submitted "DBE participation commitment form" will be utilized to monitor consultant's DBE commitments, unless otherwise directed and /or approved by the authority prior to the consultant effectuating any changes to its DBE participation commitment(s) (refer to subsection h: "performance of DBE subconsultants' ). Consultant must complete and submit all required DBE documentation to effectively capture all DBE utilization on the authority's dot - assisted contracts whether achieved race neutrally or race consciously. Even if a consultant has not committed to utilize DBE(s) in the performance of this contract, the consultant must execute and submit all required DBE forms and other related documentation as specified render this contract or as otherwise requested by the authority. No changes to the consultant's DBE commitment must be made until proper protocols for review and approval of the authority are rendered in writing. To ensure full compliance with the requirements of 49 cfr, part 26 and the authority's DBE program, the 20B-47 CITY .01 SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT consultant must: A. Take appropriate actions to ensure that it will continue to meet the DBE commitment at the minimal level committed to at award or will satisfy the good faith efforts to meet the DBE commitment, when change orders or other contract modifications alter the dollar amount of the contract or the distribution of work. The consultant must apply and report its DBE goal commitments against the total contract value, including any contract change orders and/or amendments. II. DBE policy and applicability In accordance with federal financial assistance agreements with the u.s. department of transportation (u.s. dot), the authority has adopted a disadvantaged business enterprise (DBE) policy and program, in conformance with title 49 eft, part 26, "participation by disadvantaged business enterprises in department of transportation programs ", The project is subject to these stipulated regulations and the authority's DBE program. In order to ensure that the authority achieves its overall DBE program goals and objectives, the authority encourages the participation of DBEs as defined in 49 cfr, part 26 in the performance of contracts financed in whole or in part with u,s. dot funds, Pursuant to the intent of these regulations, it is also the policy of the authority to: Fulfill the spirit and intent of the federal DBE program regulations published under u, s. dot title 49 cfr, part 26, by ensuring that DBEs have equitable access to participate in all of authority's dot - assisted contracting opportunities. Ensure that DBEs can fairly compete for and perform on all dot - assisted contracts and subcontracts. Ensure non- discrimination in the award and administration of authority's dot - assisted contracts. Create a level playing field on which DBEs can compete fairly for dot - assisted contracts. Ensure that only firms that fully meet 49 cfr, part 26 eligibility standards are permitted to participate as DBEs. Help remove barriers to the participation of DBEs in dot - assisted contracts Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. Consultant must not discriminate on the basis of race, color, national origin, or sex in the award and performance of subconsultant. Any terms used in this section that are defined in 49 cfr, part 26, or elsewhere in the regulations, must have the meaning set forth in the regulations. In the event of any conflicts or inconsistencies between the regulations and the authority's DBEprogram with respect to dot - assisted contracts, the regulations must prevail, III. Authority's DBE policy implementation directives r1- CITY OF SANTA ANA RPP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT Pursuant to the provisions associated with federal regulation 49 oft, part 26, the disadvantaged business enterprise (DBE) program exists to ensure participation, equitable competition, and assistance to participants in the usdot DBE program. Accordingly, based on the authority's analysis of its past utilization data, coupled with its examination of similar agencies' disparity study and recent goal methodology findings the authority has implemented the reinstatement of the DBE program utilizing both race - conscious and race - neutral means across the board as all protected groups participation have been affected using strictly race neutral means on its fta- assisted contracts. The authority reinstates the use of contract goals and good faith efforts. Meeting the contract - specific goal by committing to utilize DBEs or documenting a bona fide good faith effort to do so, is a condition of award. Additionally, contract- specific goals are now specifically targeted at DBEs (DBEs owned and controlled by black americans, hispanic americans, asian pacific americans, native americans, asian - pacific americans, sub - continent asian americans, and women). In the event of a substitution, a DBE must be substituted with another DBE or documented adequate good faith efforts to do so must be made, in order to meet the contract goal and DBE contract requirements. I. Definitions The following definitions apply to the terms used in these provisions: 1. "disadvantaged business enterprise (DBE) 11 means a small business concern: (a) which is at least 51 percent owned by one or more socially and economically disadvantaged individuals or, in the case of any publicly -owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and (b) whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. 2. "small business concern" means a small business as defined pursuant to section 3 of the small business act and relevant regulations promulgated pursuant thereto, except that a small business concern must not include any concern or group of concerns controlled by the same socially and economically disadvantaged individual or individuals which has annual average gross receipts in excess of $19.57 million over the previous three fiscal years. 3. "socially and economically disadvantaged individuals" means those individuals who are citizens of the united states (or lawfully admitted permanent residents) and who are black americans, hispanic americans, native americans, asian - pacific americans, or asian - indian americans, women and any other minorities or individuals found to be disadvantaged by the small business administration pursuant to section 8(a) of the small business act, or by the authority pursuant to 49 cfr part 26.65. Members of the following groups are presumed to be socially and economically disadvantaged: A. "black americans," which includes persons having origins in any of the black racial groups of africa; B. "hispanic americans," which includes persons of mexican, puerto rican, cuban, central or south american, or other spanish or portuguese culture or origin, regardless of race; C. "native americans," which includes persons who are american indians, eskimos, aleuts, or native hawaiians; rl- -• CITY OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT D. "asian- pacific americans," which includes persons whose origins are from japan, china, taiwan, korea, vietnam, laos, Cambodia, the philippines, samoa, guam, the u.s. trust territories of the pacific, and the northern marianas; E. "asian - indian americans," which includes persons whose origins are from india, paldstan, and bangladesh; and P. Women, regardless of ethnicity or race. 4. "owned and controlled" means a business: (a) which is at least 51 percent owned by one or more "socially and economically disadvantaged individuals" or, in the case of a publicly -owned business, at least 51 percent of the stock of which is owned by one or more "socially and economically disadvantaged individuals'; and (b) whose management and daily business operations are controlled by one or more such individuals. 5. "manufacturer" means a firm that operates or maintains a factory or establishment that produces on the premises the materials or supplies obtained by the consultant. 6. "regular dealer" means a Finn that owns, operates or maintains a store, warehouse, or other establishment in which the materials or supplies required for the perfomaance of the contract are bought, kept in stock, and regularly sold to the public in the usual course of business. The firm mast engage in, as its principal business, and in its own name, the purchase and sale of the product in question. A regular dealer in such bulk items as steel, cement, gravel, stone and petroleum products need not keep such products in stock if it owns or operates distribution equipment. 7. `fraud" includes a firm that does not meet the eligibility criteria of being a certified DBE and that attempts to participate in a dot- assisted program as a DBE on the basis of false, fraudulent, or deceitful statements or representations or under circumstances indicating a serious lack of business integrity or honesty. The authority may take enforcement action under 49 cfr, part 31, program fraud and civil remedies, against any participant in the DBE program whose conduct is subject to such action under 49 cfr, part 31. The authority may refer the case to the department of justice, for prosecution under 18 u.s.c. 1001 or other applicable provisions of law, any person who makes a false or fraudulent statement in connection with participation of a DBE in any dot - assisted program or otherwise violates applicable federal statutes. 8, "other socially and economically disadvantaged individuals" means those individuals who are citizens of the united states (or lawfidly admitted permanent residents) and who, on a case -by -case basis, are determined by small business administration or a recognized California unified certification program certifying agency to meet the social and economic disadvantage criteria described below. A. "social disadvantage" The individual's social disadvantage must stem from his /her color, national origin, gender, physical handicap, long -terns residence in an environment isolated from the mainstream of american society, or other similar cause beyond the individual's control, 20B -50 CITY OFSANTAANA REP NO,: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT 2. The individual must demonstrate that he /she has personally suffered social disadvantage. 3. The individual's social disadvantage must be rooted in treatment, which he /she has experienced in american society, not in other countries. 4. The individual's social disadvantage must be chronic, longstanding and substantial, not fleeting or insignificant, 5. The individual's social disadvantage must have negatively affected his/her entry into and/or advancement in the business world, 6. A determination of social disadvantage must be made before proceeding to make a determination of economic disadvantage. B. "economic disadvantage" 1. The individual's ability to compete in the free enterprise system has been impaired due to diminished capital and credit opportunities, as compared to others in the same line of business and competitive market area that are not socially disadvantaged. 2. The following criteria will be considered when determining the degree of diminished credit and capital opportunities of a person claiming social and economic disadvantage: With respect to the individual: • Availability of financing bonding capability • Availability of outside equity capital • Available markets With respect to the individual and the business concern: • Personal and business assets • Personal and business net worth • Personal and business income and profits IV. Submission of DBE information and ongoing reporting requirements (post - award) If there is a DBE goal on the contract, consultant must complete and submit the following DBE exhibits (forms) consistent with consultant DBE goal conunitment within the specified timelines. Even if no DBE participation will be reported, the consultant must execute and return the form: 1. "monthly DBE subeonsultant commitment and attainment report summary and payment verification " (form 103) The purpose of this form is to ensure consultant DBE commitments are attained, properly reported and credited in accordance with DBE crediting provisions based on the capacity the DBE performs the scope of work /service. This form further serves to collect DBE utilization data required under 49 cfr, part 26. The consultant is required to complete and submit a form 103 to the authority by the loth of each month until completion of the contract, The consultant must submit its first form 103 following the first month of contract activity. Upon completion of the contract, the consultant must complete and submit a "final: monthly DBE subconsultant commitment and attainment report 20B -51 CITY OF SANTA ANA RFP NO.: I6 -125 OC STREETCAR DESIGN REVIEW SUPPORT summary and payment verification" (form 103) to facilitate reporting and capturing actual DBE attainments at conclusion of the contract. The form 103 must include the following information: A, General contract information — including contract number and name, prime consultant and the following: 1. Original contract amount 2. Running total of change order amount 3. Current contract amormt 4. Amount paid to consultant during month 5. Amount paid to consultant from inception to date 6. DBE contract goal 7. Total dollar amount of DBE commitment 8. DBE commitment as percentage of current contract amount B. Listed and/proposed consultant /subconsultant information -- for all DBE participation being claimed either race neutrally or race consciously, regardless of tier: 1. DBE firm name, address, phone number, DBE type of operation, certification type and certification number. 2. DBE firm contract value information: Original contract amount, running total of change order amount, current contract amount, amount paid to consultant during month and amount paid to consultant to date. 2. Consultant assurance of full compliance with prompt payment provisions consultant to sign the prompt payment assurance statement of compliance contained within the form 103, Consultant is to further maintain and submit at the request of authority a detailed running tally of related invoices submitted by DBE(s) and non DBE(s), including dates of invoice submission, dates accepted and corresponding dates and amount of payments made. The payment and retention reporting tally must also include: DBE(s) and non DBE(s) invoice number, invoice amount, invoice date, prime consultant's invoice number that incorporated the corresponding DBE and non DBE invoice(s) for billing purposes, date of invoice submission to authority, date and amount authority paid on prime consultant's invoice. The report must also reflect a breakout of retention withheld (including retention as specified in subcontract agreement(s) and disputed invoice retention) and retention payments made, check number and date paid to DBE and non DBE. Consultant is advised not to report the ,participation of DBE(s) toward the consultant's DBE attainment until the amount being claimed has been paid to the DBE. Verification of payments and/or a signed verification of payment by the applicable DBE or non DBE must be submitted with form 103 to authenticate reported payments. 20B -52 CITY-OF SANTA-ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT 3. DBE subcontract agreements The consultant must submit to the authority copies of executed subcontracts and /or purchase orders (po) for all DBE firms participating on the contract within ten (10) working days of award, The consultant must immediately notify the authority in writing of any problems it may have in obtaining the subcontract agreements from listed DBE firms within the specified time, 4. "monthly DBE trucking verification" form Prior to the 10th of each month, the consultant must submit documentation on the "monthly DBE trucking verification" form to the authority showing the amount paid to DBE trucking companies. The consultant must also obtain and submit documentation to the authority showing the amount paid by DBE tracking companies to all firms, including owner - operators, for the leasing of trucks. If the DBE leases trucks from a non -DBE, the contactor may count only the fee or coumnission the DBE receives as a result of the lease arrangement. The consultant must also obtain and submit documentation to the authority showing the truck number, owner's name, California highway patrol ca number, and if applicable, the DBE certification number of the owner of the track for all trucks used during that month. 5. "final report - utilization of disadvantaged business enterprises (DBE), first tier subconsultants" Upon completion of the contract, a summary of these records must be prepared on the: "final report- utilization of disadvantaged business enterprises (DBE), first tier subconsultants" and certified correct by the consultant or the consultant's authorized representative, and must be furnished to the engineer. The form must be furnished to the authority within ninety (90) days from the date of contract acceptance. The amount of $10,000 will be withheld from payment until a satisfactory form is submitted, 6. "disadvantaged business enterprises (DBE) certification status change" If a DBE sub is decertified during the life of the project, the decertified subconsultant must notify the consultant in writing with the date of decertification. If a subconsultant becomes a certified DBE during the life of the project, the subconsultant must notify the consultant in writing with the date of certification (attach DBE certification/decertification letter). The consultant must furnish the written documentation to the authority. Upon completion of the contract, the "disadvantaged business enterprises (DBE) certification status change" must be signed and certified correct by the consultant indicating the DBEs' existing certification status. If there are no changes, please indicate "no changes ". The certified form must be furnished to the authority within ninety (90) days from the date of contract acceptance. V. DBE eligibility and commercially useful function standards 20B -53 CITY OF SANTA ANA. RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT A DBE must be certified at the time of proposal submission: 1. A certified DBE must be a small business concern as defined pursuant to section 3 of the u.s, small business act and relevant regulations promulgated pursuant thereto. 2. A DBE may participate as a prime consultant, subconsultant, joint venture partner with a prime or subconsultant, vendor of material or supplies, or as a trucking company. 3. A DBE joint venture partner must be responsible for specific contract items of work, or clearly defined portions thereof. Responsibility means actually performing, managing and supervising the work with its own forces. The DBE joint venture partner mast share in the capital contribution, control, management, risks and profits of the joint venture commensurate with its ownership interest, 4. At time of proposal submission, DBEs must be certified by the california unified certification program (cucp). Listings of DBEs certified by the cucp are available from the following sources: A. The cucp web site, which can be accessed at hq: / /www.califomiauep.com; or the caltrans "civil rights" web site at http: / /www.dot.ca.,aov /liq /bep. 5. A DBE must perform a commercially useful function in accordance with 49 cfr 26.55 (i.e., must be responsible for the execution of a distinct element of the work and must carry out its responsibility by actually performing, managing and supervising the work). A DBE should perform at least thirty percent (30 %) of the total cost of its contract with its own workforce to presume it is performing a commercially useful function. VI. DBE crediting provisions L When a DBE is proposed to participate in the contract, either as a prime consultant or subconsultant, at any tier, only the value of the work proposed to be performed by the DBE with its own forces may be counted towards DBE participation. If the consultant is a DBE joint venture participant, only the DBE proportionate interest in the joint venture must be counted. 2. If a DBE intends to subcontract part of the work of its subcontract to a lower -tier subconsultant, the value of the subcontracted work may be counted toward DBE participation only if the subconsultant is a certified DBE and actually performs the work with their own forces. Services subcontracted to a non -DBE firm may not be credited toward the prime consultant's DBE attainment. Consultant is to calculate and credit participation by eligible DBE vendors of equipment, materials, and suppliers toward DBE attainment, as follows: A. Sixty percent (60 %) of expenditure(s) for equipment, materials and supplies required under the contract, obtained from a regular dealer; or B. One hundred percent (100 %) of expenditure(s) for equipment, materials and supplies required under the contract, obtained fi-om a DBE manufacturer. 4. The following types of fees or commissions paid to DBE subconsultants, brokers, and packagers may be credited toward the prime consultant's DBE attainment, provided that the fee or 20B -54 _ . CITY. OE SANTA.ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT commission is reasonable, and not excessive, as compared with fees or commissions customarily allowed for similar work, including: A. Fees and commissions charged for providing bona fide professional or technical services, or procurement of essential personnel, facilities, equipment, materials, or supplies required in the performance of the contract; B. Fees charged for delivery of material and supplies (excluding the cost of materials or supplies themselves) when the licensed hauler, trucker, or delivery service is not also the manufacturer of, or a regular dealer in, the material and supplies; C. Fees and commissions charged for providing any insurance specifically required in the performance of the contract, 5. Consultant may count the participation of DBE trucking companies toward DBE attainment, as follows: A. The DBE must be responsible for the management and supervision of the entire trucking operation for which it is responsible on a particular contract. B. The DBE must itself own and operate at least one fully licensed, insured, and operational track used on the contract. C. The DBE receives credit for the total value of the transportation services it provides on the contract using trucks it owns, insures, and operates using drivers it employs. D. The DBE may lease trucks from another DBE firm, including an owner - operator who is certified as a DBE. The DBE who leases trucks from another DBE receives credit for the total value of the transportation services the lessee DBE provides on the contract. E. The DBE may also lease trucks from a non -DBE firm, including an owner - operator. The DBE who leases trucks from a non -DBE is entitled to credit only for the fee or commission it receives as a result of the lease arrangement. The DBE does not receive credit for the total value of the transportation services provided by the lessee, since these services are not provided by a DBE. F. For purposes of this paragraph, a lease must indicate that the DBE has exclusive use of and control over the truck. This does not preclude the leased trick from working for others during the term of the lease with the consent of the DBE, so long as the lease gives the DBE absolute priority for use of the leased truck. leased trucks must display the name and identification number of the DBE, 6. If the consultant listed a non - certified 1st tier subconsultant to perfomn work on this contract, and the non - certified subconsultant subcontracts a part of its work or purchases materials and /or supplies from a lower tier DBE certified subconsultant or vendor, the value of work performed by the lower tier DBE firm's own forces can be counted toward. DBE participation on the contract. If a DBE consultant performs the installation of purchased materials and supplies they are eligible for full credit of the cost of the materials. VII. Performance of DBE subconsultants DBEs must perform work or supply materials as listed in the "DBE participation commitment form" specified under "DBE proposal submission requirements" of these special provisions. Do not terminate a 20B -55 CITY of SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT DBE listed subconsultant for convenience and perform the work with your own forces or obtain materials from other sources without prior written authorization from the authority. The authority grants authorization to use other forces or sources of materials for requests that show any of the following justifications (written approval from the authority must be obtained prior to effectuating a substitution): 1. Listed DBE fails or refuses to execute a written contract based on plans and specifications for the project. 2. You stipulate a bond is a condition of executing the subcontract and the listed DBE fails to meet your bond requirements. 3. Work requires a consultants' license and listed DBE does not have a valid license under consultants license law. 4. Listed DBE fails or refuses to perform the work or furnish the listed materials. 5. Listed DBE's work is unsatisfactory and not in compliance with the contract. 6. Listed DBE delays or disrupts the progress of the work. 7. Listed DBE becomes bankrupt or insolvent. If a listed DBE subconsultant is terminated, you must make good faith efforts to find another DBE subconsultant to substitute for the original DBE. The substitute DBE must perform at least the same amount of work as the original DBE under the contract to the extent needed to meet the DBE goal. The substitute DBE must be certified as a DBE at the time of request for substitution. The authority does not pay for work or material unless it is performed or supplied by the listed DBE, unless the DBE is terminated in accordance with this section. VIII. Additional DBE subconsultants In the event consultant identifies additional DBE subconsultants or suppliers not previously identified by consultant for DBE participation Linder the contract, consultant must notify the authority by submitting "request for additional DBE firm" to enable consultant to capture all DBE participation. Consultant must also submit, for each DBE identified after contract execution, a written confirmation from the DBE acknowledging that it is participating in the contract for a specified value, including the corresponding scope of work (a subcontract agreement can serve in lieu of the written confnnation). IX. DBE "frauds" and "fronts" Only legitimate DBEs are eligible to participate as DBEs in the authority's federally - assisted contracts. Proposers are cautioned against knowingly and willfully using "fronts." The use of "fronts" and "pass through" subcontracts to non - disadvantaged firms constitute criminal violations. Further, any indication of fraud, waste, abuse or mismanagement of federal funds should be immediately reported to the office of inspector general, u.s. department of transportation at the toll -free hotline: (800) 424 -9071; or to the following: 245 murray drive, building 410, washington, do 20223; telephone: (202) 406 -570. X. Consultant's assurance clause regarding non - discrimination In compliance with state and federal anti - discrimination laws, the consultant must affirm that they will not 20B -56 _ CITY. OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, the consultant must affrnn that they will consider, and utilize subconsultants and vendors, in a manner consistent with non - discrimination objectives. XI. Prompt payment clause Upon receipt of payment by authority, consultant agrees to promptly pay each subconsultant for the satisfactory work performed under this agreement, no later than seven (7) calendar days. Consultant agrees further to return retainage payments to each subconsultant within thirty (30) calendar days after the subconsultam's work is satisfactorily completed. Authority reserves the right to request the appropriate documentation from consultant showing payment has been made to the subconsultants, Any delay or postponement of payment from the above referenced time frames may occur only for good cause following written approval by authority. In accordance with 49 cfr part 26,29 "prompt payment provisions" (DBE final rule) the authority will elect to utilize the following method to comply with the prompt payment of retainage requirement: Hold retainage from the consultant and provide for prompt and regular incremental acceptances of portions of the consultant, pay retainage to prime consultants based on these acceptances, and require a contract clause obligating the consultant to pay all retainage owed to the subconsultants for satisfactory completion of the accepted work within thirty (30) days after payment to the consultant. Failure to comply with this provision or delay in payment without prior written approval from authority will constitute noncompliance, which may result in appropriate administrative sanctions, including, but not limited to a withhold of two (2 %) percent of the invoice amount due per month for every month that payment is not made. These prompt payment provisions must be incorporated in all subcontract agreements issued by consultant under this agreement. Each subcontract most require the subconsultant to make payments to sub - subconsultants and suppliers in a similar manner. XII. administrative remedies and enforcement Consultant must fully comply with the DBE contract requirements, including the authority's DBE program and title 49 cfr, part 26 "participation of disadvantaged businesses in department of transportation financial assistance programs" and ensure that all subconsultants regardless of tier are also fully compliant. Consultant's failure to comply constitutes a material breach of contract, wherein the authority will impose all available administrative sanctions including payment withholdings, necessary to effectuate full compliance. In instances of identified non - compliance, a cure notice will be issued to the consultant identifying the DBE non - compliance matter(s) and specifying the required course of action for remedy. The consultant must be given ten (10) working days from the date of the cure notice to remedy or to (1) file a written appeal accompanied with supporting documentation and /or (2) request a hearing with the authority to reconsider the authority's DBE determination. Failure to respond within the ten (10) working day period must constitute a waiver of the consultant's right to appeal. If the consultant files an appeal, the authority, must issue a written determination and /or set a hearing date within ten (10) working days of receipt of the written appeal, as applicable. A final determination will be issued within ten (10) 20B -57 CITY OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT working days after the hearing, as applicable. If, after review of the consultant's appeal, the authority decides to uphold the decision to impose DBE administrative remedies on the consultant, the written determination must state the specific remedy(s) to be imposed, Failure to comply with the cure notice and /or to remedy the identified DBE non- compliance matter(s) is a material breach of contract and is subject to administrative remedies, including, withholding at minimum of two (2 %) percent of the invoice amount due per month for every month that the identified non - compliance matter(s) is not remedied. Upon satisfactory compliance the authority will release all withholdings. In addition to administrative remedies defined in this section, the authority is not precluded from involving other contractual and/or legal remedies available under federal, state or local Iaws. Article 6. Access to records and reports Consultant shall provide authority, the u.s, department of transportation (dot), the comptroller general of the united states, or other agents of authority, such access to consultant's accounting books, records, payroll documents and facilities of consultant which are directly pertinent to this agreement for the purposes of examining, auditing and inspecting all accounting books, records, work data, documents and activities related hereto. Consultant shall maintain such books, records; data and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily accessible to such parties during consultant's performance hereunder and for a period of four (4) years from the date of final payment by authority. Authority's right to audit books and records directly related to this agreement shall also extend to all first -tier subcontractors identified in this agreement. Consultant shall permit any of the foregoing parties to reproduce documents by any means whatsoever or to copy excerpts and transcriptions as reasonably necessary. Article 7. Incorporation of fta terms All contractual provisions required by department of transportation (dot), whether or not expressly set forth in this document, as set forth in federal transit administration (fta) circular 4220.1f, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all fta mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this agreement. Consultant shall not perform any act, fail to perform any act, or refuse to comply with any requests, which would cause authority to be in violation of the fta terms and conditions. Article 8, Energy conservation requirements Consultant shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the energy policy conservation act. Article 9. Fly america requirements Consultant agrees to comply with 49 u.s.c. 40118 (the "fly america" act) in accordance with the general services administration's regulations at 41 cfr part 301 -10, which provide that recipients and sub - recipient of federal funds and their contractors are required to use u.s. flag air carriers for u.s, government- financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the fly america act. I+ � CITY OF SANTA ANA_ RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT Consultant shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a u.s. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the fly america requirements. Consultant agrees to include the requirements of this section in all subcontracts that may involve international air transportation. Article 10, 'Transportation of equipment, materials or commodities by ocean vessel A. Consultant shall utilize privately owned united states -flag commercial vessels to ship at least 50% of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners and tankers) involved, whenever shipping any equipment, materials or commodities pursuant to this section, to the extent such vessels are available at fair and reasonable rates for united states -flag commercial vessels. B. Consultant shall furnish within twenty (20) working days following the date of loading for shipments originating within the united states, or within thirty (30) working days following the date of loading for shipping originating outside the united states, a legible copy of a rated, "on- board" commercial ocean bill -of lading in english for each shipment of cargo described in paragraph 0 of this article to authority (through consultant in the case of subcontractor bills -of- lading) and to the division of national cargo, office of market development, maritime administration, washington, do 20590, marked with appropriate identification of the project. Article 11, Prohibited interests A. Consultant covenants that, for the term of this agreement, no director, member, officer or employee of authority during his /her tenure in office or for one (1) year thereafter, shall have any interest, direct or indirect, in this agreement or the proceeds thereof. B. No member of or delegate to, the congress of the united states shall have any interest, direct or indirect, in this agreement or to the benefits thereof. Article 12. Alcohol and drug policy A. Consultant agrees to establish and implement an alcohol and drug program that complies with 41 u.s.c sections 701 -707, (the drug free workplace act of 1988),which is attached to this agreement as exhibit b, and produce any documentation necessary to establish its compliance with sections 701 -707. B, Failure to comply with this article may result in nonpayment or termination of this agreement. Article 13. Privacy act Consultant shall comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the privacy act of 1974, 5 u.s.c. §552a. Among other things, consultant agrees to obtain the express consent of the federal government before consultant or its employees operate a system of records on behalf of the federal government. Consultant understands that the requirements of the privacy act, including the civil and criminal penalties for violation of that act, apply to those individuals involved, and that failure to comply with the terms of the privacy act may result in termination of the 20B -59 CITY OF SANTA ANA RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT underlying agreement. Article 14. Conflict of interest Consultant agrees to avoid organizational conflicts of interest. An organizational conflict of interest means that due to other activities, relationships or contracts, consultant is unable, or potentially unable to render impartial assistance or advice to the authority; consultant's objectivity in performing the work identified in the scope of work is or might be otherwise impaired; or consultant has an unfair competitive advantage. Consultant is obligated to fully disclose to the authority in writing conflict of interest issues as soon as they are known to consultant. Consultant is obligated to fully disclose to the authority in writing conflict of interest issues as soon as they are known to consultant. All disclosures must be submitted in writing to authority pursuant to the notice provision herein. This disclosure requirement is for the entire term of this agreement. Article 15. Code of conduct Consultant agrees to comply with the authority's code of conduct as it relates to third party contracts which is hereby referenced and by this reference is incorporated herein. Consultant agrees to include these requirements in all of its subcontracts. Article 16. Protest procedures The authority has on file a set of written protest procedures applicable to this solicitation that may be obtained by contacting the contract administrator /buyer responsible for this procurement. Any protest filed by consultant in connection with this solicitation must be submitted in accordance with the authority's written procedures. The following additional provisions apply to all purchases over $10,000 Article 17. Termination A. Authority may terminate this agreement for its convenience at any time, in whole or part, by giving consultant written notice thereof Upon termination, authority shall pay consultant its allowable costs incurred to date of that portion terminated. Said termination shall be construed in accordance with the provisions of cfr title 48, chapter 1, part 49, of the federal acquisition regulation (far) and specific subparts and other provisions thereof applicable to termination for convenience. If authority sees fit to terminate this agreement for convenience, said notice shall be given to consultant in accordance with the provisions of the far referenced above. Upon receipt of said notification, consultant agrees to comply with all applicable provisions of the far pertaining to termination for convenience. B. Authority may terminate this agreement for consultant's default if a federal or state proceeding for the relief of debtors is undertaken by or against consultant, or if consultant makes an assignment for the benefit of creditors, or for cause if consultant fails to perform in accordance with the scope of work or breaches any term(s) or violates any provision(s) of this agreement and does not cure such breach or violation within ten (10) calendar days after written notice thereof by authority. Consultant shall be liable for any and all reasonable costs incurred by authority as a result of such default or breach including, but not limited to, reprocurement costs of the same or similar services defaulted by consultant under this agreement. Such termination shall comply with cfr title 48, chapter 1, part 49, of the far. 411M CITY OYSANTA ANA . RFP NO,: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT Article 18. Recycled products Consultant shall comply with all the requirements of section 6002 of the resource conservation and recovery act (rcra), as amended (42 u.s.c. 6962), including but not Frrnited to the regulatory provisions of 40 cfr part 247, and executive order 12873, as they apply to the procurement of the items designated in subpart b of 40 efir part 247. Consultant agrees to include this requirement in all of its subcontracts, The following additional provisions apply to all purchases over $25,000 Article 19. Debarment & suspension: Certification regarding debarment, suspension and other responsibility matters - primary participant and lower -tier participants Unless otherwise permitted by law, any person or firm that is debarred, suspended, or voluntarily excluded, as defined in the federal transit administration (fta) circular 2015.1, dated april 28, 1989, may not take part in any federally funded transaction, either as a participant or a principal, during the period of debarment, suspension, or voluntary exclusion. Accordingly, the authority, acting on behalf of the district, may not enter into any transaction with such debarred, suspended, or voluntarily excluded persons or firms during such period, A certification process has been established by 49 cfr part 29, as a means to ensure that debarred suspended or voluntarily excluded persons or firms do not participate in federally assisted projects. The inability to provide the required certification will not necessarily result in denial of participation in a covered transaction. A person or firm that is unable to provide a positive certification as required by this solicitation must submit a complete explanation attached to the certification. Fta will consider the certification and any accompanying explanation in determining whether or not to provide assistance for the project. Failure to furnish a certification or an explanation may disqualify that person or firm from participating in the project, 20B -61 CITY OF SANTA ANA . RFP NO.: 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT The following additional provisions apply to all purchases over $100,000: Article 20. Disputes A. Except as otherwise provided, in this agreement, any dispute concerning a question of fact arising under this agreement which is not disposed of by supplemental agreement shall be decided by authority's director, contracts administration and materials management (camm), who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to consultant. The decision of the director, carom, shall be final and conclusive. B. The provisions of this article shall not be pleaded in any suit involving a question of fact arising under this agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this article, consultant shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. C. Pending final decision of a dispute hereunder, consultant shall proceed diligently with the performance of this agreement and in accordance with the decision of authority's director, camm. This "disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this agreement, however, shall be construed as making final the decision of any authority official or representative on a question of law, which questions shall be settled in accordance with the laws of the state of califomia. Article 21. Clean water requirements Consultant shall comply with all applicable standard federal water pollution control act, as amended, 33 u.s.c. 1251 authority and understands and agrees that the authority who assure notification to Ra and appropriate epa regional office, all of its subcontracts. Article 22. Clean air s, orders or regulations issued pursuant to the et seq, Consultant shall report each violation to will in turn, report each violation as required to Consultant agrees to include this requirement in Consultant shall comply with all applicable standards, orders or regulations issued pursuant to the clean air act, as amended, 42 u.s.o. §§ 7401 et seq. Consultant shall report each violation to authority, who will in turn, report each violation as required to assure notification to fta and the appropriate epa regional office, Consultant agrees to include this requirement in all of its subcontracts. 20B -62 CITY, O SANTA ANA._ RFP NO.; 16 -125 OC STREETCAR DESIGN REVIEW SUPPORT Article 23. Lobbying Consultant's who apply or bid for an award of $100,000 or more shall file the certification required by 49 cfr part 20, "new restrictions on lobbying ", Each tier certifies to the above that it will not or has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of congress, officer or employee of congress, or an employee of a member of congress in connection with obtaining any federal contract, grant or any other award covered by 31 u.s.c. 1352. Each tier shall also disclose the name of any registrant under the lobbying disclosure act of 1995 who has made lobbying contacts on its behalf with non - federal funds with respect to that federal contract, grant or award covered by 31 u.s,c. 1352. Such disclosures are forwarded from tier to tier up to the recipient. Article 24. Buy America A. Consultant is directed to the "buy america" requirements of the surface transportation assistance act of 1982 (section 165) and the intermodal surface transportation efficiency act of 1991 (istea) sections 1041(a) and 1048(a) and the regulations adopted pursuant thereto. In conformance with the law and regulations, all manufacturing processes for steel and iron materials furnished for incorporation into the work on this project shall occur in the united states; with the exception that pig iron and processed, pellitized and reduced iron ore manufactured outside of the united states may be used in domestic manufacturing process for such steel and iron materials. The application of coatings, such as epoxy coating, galvanizing, painting, and other coating that protects or enhances the value of steel or iron materials shall be considered a manufacturing process subject to the "buy america" requirements. E. A certificate of compliance, conforming to the provisions of this article shall be furnished for steel and iron materials. The certificates, in addition to certifying that the materials comply with the specifications, shall specifically certify that all manufacturing processes for the materials occurred in the united states, except for the exceptions listed herein. C. The requirements imposed by law and regulations do not prevent a minimal use of foreign steel and iron materials of the total combined cost of the materials used does not exceed one -tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever is greater. Consultant shall furnish the authority acceptable documentation of the quantity and value of the foreign steel and iron prior to incorporating the materials in the work. 20B -63 411MIUA h • • 4 •: CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: SUBSTANTIAL AMENDMENT TO 2016- 2017 ANNUAL ACTION PLAN FOR REALLOCATION OF COMMUNITY BLOCK GRANT FUNDS {STRATEGIC PLAN NO. 5, 11 CITY MANA • R CLERK OF • 4' U• -0 l" ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve a Substantial Amendment to the 2016 -2017 Annual Action Plan for the reallocation of Community Development Block Grant funds and authorize its submission to the U.S. Department of Housing and Urban Development. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its regular meeting on November 23, 2016, by a vote of 4:0 (Aguinaga, C. and Garcia, A. absent), the Community Redevelopment and Housing Commission conducted a public hearing and recommended that the City Council approve a Substantial Amendment to the 2016 -2017 Annual Action Plan for the reallocation of Community Development Block Grant funds, and authorize its submission to the U.S. Department of Housing and Urban Development. DISCUSSION In May 2016, the City submitted an Annual Action Plan for fiscal year 2016 -2017 to the U.S. Department of Housing and Urban Development (HUD). The Annual Action Plan is the document whereby the City formally applies to HUD for the annual federal grant allocations and describes how those grant funds will be utilized. This plan approved the allocation of Community Development Block Grant (CDBG) funding to the Roosevelt/Walker Community Center and Park Project in the amount of $689,261 to supplement a $5,000,000 grant from the State of California. However, following a competitive bid process for the project, additional funding in the amount of $1,420,000 is needed to undertake construction of the project. On June 20, 2011 City Council adopted a resolution authorizing staff to apply for a Proposition 84 "Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act" grant. The City was awarded the grant in the amount of $5,000,000 to develop park improvements at Roosevelt Elementary School. Improvements will include a 10,000 sq. ft. 21A-1 2016 -2017 Annual Action Plan Substantial Amendment December 6, 2016 Page 2 Community Center, play equipment area, lighted basketball court, lighted parking lot, security lighting, running track, synthetic turf sports field, sports lighting, decomposed granite running track, fencing, landscaping, and site improvements. The public will have access to the center, play equipment area and basketball court during school hours and the running track and field after school hours. On March 4, 2013 City Council approved a reimbursement agreement with the Santa Ana Unified School District (SAUSD) for the design and construction of the project due to their expertise with State of California requirements concerning construction on school property. The SAUSD and City staff reviewed plans and will monitor improvements to ensure the project is implemented per City approval. In spring 2016, the SAUSD solicited bids from qualified companies for construction of the project. This process resulted in a construction cost that was more than the available funding at the time. After discussions with SAUSD, the recommendation was to re -bid the contract in the fall with the anticipation of a more competitive price, due to an expected decrease in construction projects. Additionally, the project was value engineered to further lower the cost and CDBG funds were allocated to increase funding for the project. On November 1, 2016 the SAUSD opened bids and the lowest responsive bidder provided a proposal for $6,300,000. This exceeds the Proposition 84 funds and CDBG funds available due to the architectural, contingency, public works, and environmental costs associated with the project. Staff has identified $1,420,000 of unexpended prior year resources, and in an effort to ensure that the Roosevelt/Walker Community Center and Park is constructed, recommends increasing CDBG funding by $1,420,000 of unexpended prior year resources for a total of $2,109,261 of CDBG funds: PROJECT COSTS /PROJECT RESOURCES Santa Ana Unified School District Costs $ 7,517,509 Architectural /Soft Costs $902,509 Construction $ 6,300,000 Contingency-5% $ 315,000 City of Santa Ana Costs $ 90,000 Public Works Costs $ 70,000 Environmental Costs $20,000 TOTAL PROJECT COST $ 7,607,509 Project Resources City of Santa Ana Park Acquisition and Development Funds $ 498,248 State of California Proposition 84 Funds $ 5,000,000 Community Development Block Funds $ 2,109,261 TOTAL PROJECT RESOURCES $ 7,607,509 21A-2 2016 -2017 Annual Action Plan Substantial Amendment December 6, 2016 Page 3 A Substantial Amendment to the 2016 -2017 Annual Action Plan (Exhibit 1) is needed to recognize prior year resources and reallocate the additional funding for the Roosevelt/Walker Community Center and Park Project. Approval of this item will allow for agreements to be executed with the SAUSD to cover construction costs and commence construction of the Roosevelt/Walker Community Center by January 2017. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this action. Ro ert C. Corte Deputy City Manager City of Santa Ana Exhibit: 1. 2016 -2017 Annual Action Plan Substantial Amendment http: / /www.santa- ana.org /eda /documents/ DRAFT2016- 2017SubstantialAmendment. pdf 21A-3 21A-4 Exhibit 1 2016 -2017 Annual Action Plan Substantial Amendment at: http : / /www.ci.santa - ana.ca.us /cda/ documents/ DRAFT2016- 2017SubstantialAmendment.pdf EXHIBIT 1 21A-5 21A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 06, 2016 TITLE: CONTRACT AWARD TO 836 TECHNOLOGIES FOR TACTICAL VIDEO PHONE SYSTEM (SPEC. NO. 16 -118) (STRATEGIC PLAN NO. 1,5) r CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 18'Reading ❑ Ordinance on 2n'Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and payment of purchase order to 836 Technologies for the purchase of a tactical video phone system in the amount of $29,240, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Police Department's Special Weapons and Tactics' (SWAT) Crisis Negotiations Team (CNT) responds to critical incidents in the City of Santa Ana. The Team utilizes several methods to communicate with subjects. One of these is a tactical video phone, also known as a "throw phone." The system consists of a phone in a case, with a long wire that leads back to a console controlled by the negotiator. The throw phone system enables the SWAT /CNT team to effectively communicate during emergency and crisis incidents involving a hostage- taker, suicidal or other barricaded persons. The throw phone system also provides valuable intelligence of the environment in which a hostage taker or barricaded subject has a tactical advantage. This is accomplished by the use of the most up to date technology that will provide real time situation awareness of the hostage takers environement. Establishing communication and gathering intelligence as quickly as possible and with minimum risk to SWAT team members is thus achieved by one system. The current throw phone system was purchased over ten years ago. During this time, there have been many technological advances in communication systems. The department's current system (ENT Callbox) has become outdated and is not capable of being brought up to today's standards and requirements. Crisis Negotiation Team personnel evaluated several throw phone systems, and determined the 836 Technologies' Critical Incident Negotiations Team (LINT) Commander II best meets the needs of the Department. The 836 Technologies throw phone system is currently utilized in southern California by the Los Angeles Sheriff's Department, the Los Angeles Police 22A -1 Contract Award for Tactical Video Phone System December 06, 2016 Page 2 Department's Metropolitan Division, Beverly Hills PD, Santa Monica PD, Chino PD, and Riverside County SO. The Santa Ana Police Department has a long history of engaging in crisis and hostage negotiations. Updating the equipment and software that are critical to the successful resolution of these incidents will ensure SWAT continues to operate at the highest levels of efficiency and professionalism. 836 Technologies is the sole provider of the CINT Commander II tactical video phone system and it is only made available for purchase to military, federal, state, and local law enforcement agencies to maintain control over who obtains it. As a result, staff recommends Council approval of the recommended action. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety, Objective #5 (provide high quality Police and Fire /Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT Funds in the amount of $29,240 are available in FY 2016 -17 US Dept of Treasury Asset Forfeiture account (16714455- 63001). Carlos Rojas Chief of Police Police Department MS /eg APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez V, Executive Director Finance and Management Services Agency 22A -2 I CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: CONTRACT AWARD TO EPOWER NETWORK FOR REPLACEMENT OF AUTOMATIC TRANSFER SWITCH (SPEC 16 -136) (STRATEGIC PLAN NO. 6,2) I / CITY MANAGE' I . Z�•; �7 J' ! ► `, r t � ` � �7 � ! 1:T +3 I 1 l C• Li J M11111,302044111101 • rR IV0 . 9" As Recommended As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2"' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one -time purchase and payment of purchase order to ePower Network for the replacement of an Automatic Transfer Switch in the City Hall datacenter in an amount not to exceed $18,831; and a $25,000 blanket contract for the term beginning December 1, 2016 through June 30, 2017, for maintenance and parts related to the emergency power system with ePower Network for a total amount not to exceed $43,831, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION On the evening of Tuesday, June 7, 2016, the City Hall datacenter experienced an electrical power outage. The emergency power system, which includes the main generator, the Uninterruptible Power Supply (UPS) and the Automatic Transfer Switch (ATS) was damaged due to an unexpected water outflow coming from the first floor directly above the ATS. During this outage, the water leak was remedied, but it was determined that the ATS and its internal electrical components had been damaged beyond repair as a result of the water exposure. During the troubleshooting process of the emergency power system, the immediate determination was made to replace the damaged ATS equipment. Failure to replace the damaged ATS and its aged electrical components would result in a loss of access to critical computing resources such as Internet access, e-mail service, Wi -Fi service, payroll systems, financial applications, public safety applications, file and printing services, and more, in the event another power interruption is to occur. For the period of June through November 2016, steps were taken to resolve and optimize the issues related to the emergency power system outage including the utilization of a rental unit. On October 3, 2016, quotes were solicited for a replacement Automatic Transfer Switch (ATS). ePower Networks' quote of $18,831 was the lowest cost. The purchase of the replacement ATS, when added to the vendor's fiscal purchases, will exceed the $25,000 aggregate limit. 22B -1 Contract Award to ePower Network for Replacement of Automatic Transfer Switch December 6, 2016 Page 2 In order to make this purchase and cover any unforeseen additional costs throughout the balance of the fiscal year, staff recommends maintaining the current blanket contract in the amount of $25,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds for the ATS replacement purchase in the amount of $18,831 are available in FY 2016 -17 Council Special Projects - Information Systems Datacenter Upgrades equipment account (no. 05010024 - 66400) and $25,000 for the blanket contract FY 2016 -17 (December -June) in the contract services- professional account (no. 05010024 - 62300). JaIlaG�b/ C ;(ef Technology Innovations Officer I ormation Technology Department MT /eg APPROVED AS TO FUNDS AND ACCOUNTS: �A Francisco Gutierrez Oo Executive Director Finance & Management Services Agency 22B-2 • CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE CONTRACT AWARD TO PACIFIC LIGHTING MANAGEMENT INC. TO INSTALL ENERGY - EFFICIENT LIGHTING FIXTURES AND CONTROLS AND EXECUTE AGREEMENT FOR ON -BILL FINANCING LOAN (SPEC. NO. 16 -112) {STRATEGIC PLAN NO. 4, 3D AND 6, 2A} CITY MAGAGER RECOMMENDED ACTION CLERK OF CITY COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on I" Reading ❑ Ordinance on 2 "d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize a one -time purchase and payment of purchase order to Pacific Lighting Management Inc. to provide and install advanced energy - efficient lighting fixtures and controls at the Newhope Library in an amount not to exceed $78,175 inclusive of a $6,348 contingency, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Southern California Edison (SCE) to provide a $71,785 no- interest On -Bill Financing loan and $6,390 in incentives to fund Spec. No. 16 -112 subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION As part of the City's ongoing efforts to identify potential cost - saving energy projects across City facilities, the Finance Department Building Maintenance Division commissioned energy audits for the City's library system (Main Library, Newhope Library, and McFadden Learning Center), Corporate Yard, and Police Administration. The energy audits were completed at no cost to the City by The Energy Network, a non - profit program funded by California utility ratepayers through the California Public Utilities Commission. Based on the energy audit findings, Building Maintenance staff applied for and secured approved funding from SCE to retrofit City library buildings with advanced energy- efficient lighting fixtures and controls. Funding applications for the Corporate Yard and Police Administration are currently being reviewed by SCE. 22C -1 Contract Award to Install LED Lights and Light Controls Agreement for On -Bill Financing Loan December 6, 2016 Page 2 At this juncture, staff requests the City Council to approve the implementation of the Newhope Library project as the second of three library retrofit projects. The first retrofit project is for the Main Library which was approved by the City Council on October 4, 2016. The third retrofit project is for the McFadden Learning Center which will be presented to the City Council for approval in the near future. The Newhope Library project consists of lighting fixtures (replace fluorescent lights with energy - efficient light- emitting diode [LED] lights) and lighting controls (install occupancy sensors and connect to lighting system and Building Management System). Project benefits include an annual reduction of 39,403 kWh in energy usage, annual utility bill savings of $11,186 and annual greenhouse gas reduction equivalent to taking 59 cars off the road as tabulated below. PROJECT Estimated Estimated Estimated Annual Estimated Estimated COMPONENTS Annual kWh Annual Utility Bill CARS off ' SCE Cash OBF SAVINGS SAVINGS the Road Incentives Light Fixtures 34,079 $9,786 51 $5,949 $62,086 Light Controls 5,324 $1,400 8 $441 $9,699 Total 39,403 $11,186 59 $6,390 $71,785 Total project cost is $78,175 including a $6,348 contingency. Payback period is 10 years. As tabulated above, project cost will be fully funded by SCE using cash incentives of $6,390 and a zero interest On -Bill Financing (OBF) loan of $71,785 for a total of $78,175. An innovative feature of the recommended actions is the City will have no upfront costs or interest charges as Pacific Lighting Management Inc. will finance the entire cost of the project. SCE will then pay Pacific Lighting Management Inc. directly with the cash incentives and OBF loan proceeds that SCE has approved for the project. As a result of the OBF loan, the Newhope Library's new electricity bill will be different as it will have a lower Amount Due based on the energy reduction from the project, and a new separate line -item to show the OBF loan repayment amount. This latter amount will reflect kWh saved from the project multiplied by the relevant billing rate. Once the OBF loan is paid in full, SCE will discontinue the OBF loan repayment line -item, and the reduced energy usage due to the project should result in smaller bills. (Cash incentives are grants and not repaid.) Staff requests Council approval of the foregoing project and funding process. SCE Notices of Approval for incentives and OBF loan amount (Exhibits 1 and 2) and the loan agreement form (Exhibit 3) are attached. The Notice soliciting bids was advertised on September 9, 2016 on the City's online bid management and publication system. A summary of the bids received is as follows: 36 Vendors were notified 2 Santa Ana vendors notified 27 Vendors downloaded the solicitation 9 Bids received 1 Bid received from a Santa Ana vendor 22Ci -2 Contract Award to Install LED Lights and Light Controls Agreement for On -Bill Financing Loan December 6, 2016 Page 3 Bids were received on October 5, 2016 and were opened and evaluated (Exhibit 4). The bid received from Pacific Lighting Management Inc., a Santa Ana vendor, is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #4 — City Financial Stability, Objective 3 (achieve a structurally balanced budget) Strategy D (explore innovative revenue and cost recovery strategies) and Goal #6 Community Facilities & Infrastructure: Objective 2 (address deferred maintenance on City buildings and equipment) Strategy A (prepare a Deferred Maintenance Plan that assesses safety, adequacy, and liability implications, and estimates repair costs to be programmed in the responsible agency's future budget). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. A Notice of Exemption will be filed for this project. FISCAL IMPACT Cash incentives and loan proceeds received through the SCE On -Bill Financing Program will be deposited into the Finance and Management Services Agency (FMSA) SCE Programs and Grants revenue account (16210002- 57384) and appropriated into the FMSA SCE Building Maintenance Projects account (16210100- 62300). Funds for the loan repayments will be included in the following fiscal years' budget in the Building Maintenance Utilities account (07310100- 62000). Fiscal Year Amount Account 2016-17 (December — June) $45,602 16210100 -62300 2017 -18 (July— November) $32,573 16210100 -62300 Loan Repayment Fiscal Year Amount 2016 -17 (December —June) $ 2,094 2017 -18 $ 5,683 2018- 19thru 2025 -26 $ 57,424 ( $7,178 annually ) 2026 -27 $ 6,584 22C -3 Account 07310100 -62000 07310100 -62000 07310100 -62000 07310100 -62000 Contract Award to Install LED Lights and Light Controls Agreement for On -Bill Financing Loan December 6, 2016 Page 4 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez �b Executive Director Finance and Management Services Agency W N /ds /sp EXHIBITS: 1. SCE Notice of Approval - Incentives 2. SCE Notice of Approval - OBF Loan 3. OBF Loan Agreement — Sample Form 4. Abstract of Bid 22C -4 EXHIBIT 1 riSOUTHERN CALIFORNIA ED ISO An FDISON INTFRN ITION:A Cumpnm. May 20, 2016 Project Number: 353 -16- 0500834360 Project: Customized Solutions Approach Authorized Agent Information: Rebecca Hausheer The Energy Coalition 47 Discovery, Suite 250 Irvine CA 92618 E -mail: Businesslncentives @sce.com I Fax: 626 - 633 -3243 Customer Information: John Aguilar City of Santa Ana 20 Civic Center PI, M -11 Santa Ana CA 92701 Questions ?: 800 - 736 -4777 SEND ALL DOCUMENTS TO: Business Incentives Southern California Edison P.O. Box 800 Rosemead, CA 91770 -0800 RE: NOTICE OF CUSTOMIZED SOLUTIONS CONTRACT AND INCENTIVE APPROVAL Dear Rebecca Hausheer and John Aguilar: Thank you for submitting your Energy Management Solutions Incentive Application ( "Application ") for the Customized Solutions Program ( "Program "). Your Application for incentives for the Project(s) described in your application has been reviewed and approved. Funds reserved are based on SCE approved savings estimate set forth below; however, the actual incentive payments will be made based on verified and actual savings' amounts: SCE Final Approved Savings and Incentive SOLUTIONS DESCRIPTION Code Estimate kWh kW $ Incentive Amount LED Retrofit Kit for Lay -in Troffer Luminaire LT -78496 13,413.0 1.41 $ 1,284.54 Interior LED fixture replacement (utilizing approved luminaries) LT -17492 4,340.0 0.45 $ 414.70 Exterior LED fixture replacements (utilizing approved luminaries) LT -85834 8,618.0 0.00 $ 689.44 HVAC Occupancy Sensor AC -29952 2,052.1 0.00 $ 164.17 Total Approved Savings /Incentive Estimates $ 2,552.85 Project Cost Adjustment $ (3,837.12) Total Estimated Incentive $ 6,389.97 10% Measurement and Verification Adder (if applicable) If you do not concur with the energy savings and incentive amounts shown above, you have 30 days from the date of this letter to notify SCE, so that we can attempt to resolve your concern(s). If you do not notify us of any concerns within 30 days of this letter, the savings /incentive estimates set forth above will be deemed correct. If you agree with the estimates, you may proceed to purchase and install the above solution code(s) at any time. This Project Approval incorporates by reference the Application, including the Applicant Agreement regarding Program Terms and Conditions. Checkout www.sce.comI To se6jzc_8fyfor the Comprehensive Bonus. After your project is completely installed, operational, and meets all requirements of the Program, which is described in detail in the Customized Statewide Procedures Manual for Business and at www.sce.com/customized—solutions: • Complete sign and submit the enclosed 2013 -14 Customized Solutions Installation Report. Submit final invoices and/or documentation to support project cost, clearly detailing all costs associated with the project (equipment, labor, tax, etc.). Submit complete engineering calculations to demonstrate energy savings and documentation, if applicable (including archival diskette, CD, etc.). Submit schematic drawings and /or manufacturer specification sheets, if applicable. Operating Report, if measurement and verification is required. Submit Pump Curve (if applicable) NOTE: As a reminder, the deadline for the project to be completely installed and operational is one year from the date of this Project Approval letter. Please submit the completed installation Report within 30 days after installation and prior to the one year deadline. Upon SCE review and approval of your completed Installation Report and supporting cost documentation, you will be notified in writing. Thereafter, SCE will process the incentive check or SCE utility bill credit, as applicable. If SCE is unable to approve your incentives based on the information provided, SCE may require you to submit other documents related to the Project, Project site, solutions, energy savings, or any other documents it requires, in its sole discretion, to make a decision on your Application. If you have any questions, please contact your SCE Account Representative. You may also call us at (800) 736- 4777 Monday through Friday, from 8:00 a.m. to 5:00 p.m., or send an e -mail to BusinessIncentives @sce.com. Please have your project number available for reference when you call and include it in any e -mail correspondence. Business Incentives Team Southern California Edison Checkout www.sce.coml To se2if yCggify for the Comprehensive Bonus. / \ \## \)§\$77! | k )* ) � ) - \\iiilf / f\ \ \\ \\ \] {7!!§ | /}\o , §§ ( ) \]] \f!! \$ii!! \! 77i r!!�!�lk�ii; §,!! ;! |&� ~�i ®eee� _ ;!!!,|! ! k ]! i ,! | | •�! - - § ■!�, °d \\ \(20 ! - {5 912r 1.11 l§ ) !�! • -, ! §! �) `! \\ \ \2�)) ,k\ ;!!!! ! \ !) - ) ` �`- -� 220L9 Energy Management Solutions Incentives Application for Business Customers 2013 - 2014 Customized Installation Report DIRECTIONS: After your project is Installed and operational, Input the project installation commencement and completion dates in the Fields provided. Review the information from your Application Approval Letter. If nothing has changed, and the Information in Sections 5 and 6 is correct, complete and sign Section 7 on page 2 of this Installation Report (IR) Form and submit both pages to SCE at one of the addresses below. If any information In Section Business Incentives For overnight delivery: Fax: 626- 633 -3243 Southern California Edison 6010 N. Irwindale Ave. E -mail: Businesslncentives @sce.com P.O. Box 800 Irwindale, CA 91702 Questions? Call 800 - 736 -4777 Hosemead, CA 91 /fU -060U UPN #: 353 -16- 0500834360 SAM 001- 3275 -20 Project Name: New Hope Library Customer Name: City of Santa Ana (John Aguilar) Customers Authorized Agent: The Energy Coalition Installation Commencement Date: Installation Completion Date: Section Original Application) Line # Solution Code Solution Description Description of Existing Equipment 1 LT -78496 LED Retrofit Kit for Lay -in Troffer Luminaire 2 LT -17492 Interior LED fixture replacement (utilizing approved u. Z 3 LT -85834 Exterior LED fixture replacements (utilizing approved m =m 4 AC -29952 HVAC Occupancy Sensor 5 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page from the Multiple SitelSoludon Worksheet at vrvw.sce.cumiselufons. Section • • s (From Original Energy Savings Total Project Cost Calculated Baseline Baseline Installed Energy Incentive Energy $93,548.97 Solution # Usage (kWh) Usage (kWh) Savings (kWh) Rate ($IkWh) Incentive ($) 1 25,695.0 12,282.0 13,413.0 $ 0.08 $ 1,073.04 Calculated Energy Savings Totals 2 9,708.0 5,368.0 4,340.0 $ 0.08 $ 347.20 28,423.1 3 12,144.0 3,526.0 8,618.0 $ 0.08 $ 689.44 Calculated Savings Incentives 4 91,816.2 89,764.1 2,052.1 $ 0.08 $ 164.17 -mom Pv icanoe•een trrr r w 5 1 6,389.97 Section 6) On-Peak Demand Reduction (From Original Application) On -Peak Demand Reduction On -Peak Demand Reduction (kW) Calculated I Baseline Installed On -Peak Peak Demand 1.86 Solution On -Peak On -Peak Demand Reduction It from above Demand (KW) Demand (KW) Reduction (KW) Incentive ($) 1 2.69 1.28 1.41 $ 211.50 sA# 001 - 3275 -20 2 1.01 0.56 0,45 $ 67.50 UPN # 353 -16 -0500834360 3 $ 4 $ NOTE: For projects requiring M &V, attach any required baseline or post - installation measurements and analysis, as specifed in 5 $ - your approved M &V plan. Section • -• Solutions (if Different from Original Application) Line # Solution Code Solution Description Description of Existing Equipment 1 2 3 4 5 Note: If submitting more than 5 Solutions complete and attach the Customized Solution page of the Multiple SitelSolution Worksheet at vivrw.sce.com/solutions. 220L9 Section 6) Energy Savings (if Different from Original Application) Enel§ Total Project Cost ($) Calculated Solution # aseine Usage (kWh) Installed Usage (kWh) nergy Savings (kWh) ncenhve Rate ($ /kWh) Energy Incentive ($) 1 y - Calculated Energy Savings Totals 3 4 Calculated Savings Incentives 5 On -Peak Demand Reduction - On -Peak Demand Reduction (kW) Calculated Baseline Installed On -Peak Peak Demand Solution On -Peak On -Peak Demand Reduction # from above Demand (KW) Demand (KW) Reduction (KW) Incentive ($) 1 SA# 001 - 3275 -20 p UPN# 353 -16- 0500834360 3 4 NOTE: For projects requiring M &V, attach any required baseline 5 or post - installation measurements and analysis, as specified in your approved M &V plan. Section • / Operation Statement Check appropriate boxes: No changes to the proposed solutions have been made since the Project Application Review and Approval and the Authorized agent verifies that the Application approved savings calculations are correct. O Due to changes to the proposed measures, appropriate adjustments in the savings calculations have been made. For measures with changes made during installation, use this section, and Sections 5 & 6 on page 2, to calculate the revised installed energy usage, O energy savings, peak demand reduction, and incentives. Attach the appropriate calculation backup: the output from the Estimation Software, Calculate Energy Savings Total or the calculation sheets that document the engineering calculations. Attach the following supporting documentation with this Installation Report, or email it to the SCE RCx program manager: Verification data as evidence of implementation. Updated savings calculations, where applicable. Copies of invoices for implementation, as proof of the Customers implementation costs. RCx Training Completion Form, including the training agenda, training materials, list of attendees, and measure persistence strategies. See the RCx Program Guidelines for more information on these items. To be completed only • u are requesting an HVAC Rebate: 1. HVAC Permit (if required). If a permit is required for any HVAC installation /replacement, 1 have provided the permit number below. (If no permit is required, leave this section blank.) Permit # Agency 2. Contractor Certification. If a contractor was used for any HVAC installation/replacement, this section must be completed by the contractor. By checking this box, I certify I am a licensed contractor and have followed applicable permitting requirements and, if required, that the HVAC ❑ permit information above is correct. Signature ot Contractor Name pease pnn a e Signature 1, the Customer or Authorized Agent below, cerlily that (i) the Energy Efficiency Solutions have been completely installed, functionally tested and proven capable of operating and being maintained to perform in conformity with their design intent, and (ii) that a licensed contractor was used, where applicable, and all applicable permitting requirements for this installation were followed. The installation date of operation of the Energy Efficiency Solutions and any required monitoring data collection per approved M &V plan, are also certified. Signature Naine (please print) Title Date 22CA 0 Customized Solutions Installation Report Instructions Project # Mail to: Business Incentives Southern California Edison P.O. Box 800 Rosemead, CA 91770 -0800 1. INDICATE PAYMENT INFORMATION Please confirm address for the incentive payment. Company: Attention: (Name to be printed on check, use only if required) Address: City: State: Zip: Print Name: Title: Authorizing Signature: Date: 2. -4 UTILITY BILL CREDIT OPTION You have the option to credit the incentive to your service account. Incentive can only be applied to the service account/utility bill of host customer. 3. —> W9 ft CA590 FORMS Please sign and return the W9 & CA590. QUESTIONS? Please call (800) 736 -4777 or e-mail Business Incentives @sce.com SOUTHFR,AI CALIFORNIA EDISON' -, ,.o 117FRIA RU19L• 1u,.l P.O. Box 800 22C -11 Rosemead, CA 91770 Form -9 Request for Taxpayer Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service I Name (as shown on your Income tax return). Name Is required on this line; do not leave this line blank. or 2 Business name /disregarded entity name, if different from above of d m o. 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to o ❑Individual /sole proprietor or ❑ CCOrporation ❑SCorporation ❑ Partnership ❑TrusVestate certain entities, not individuals; see instructions on page 3): c single- member LLC ❑ Limited liability company. Enter the tax classification (C =C corporation, S =S corporation, P= partnership)► Exempt payee code (if any) `o Note. For a single- member LLC that Is disregarded, do not check LLC; check the appropriate box in the line above for Exemption from FATCA reporting N the tax classification of the single- member owner. code (if any) aC ❑ Other (see Instructions)► ixppffes to ewoures meintainW OUhIde the US) 5 Address (number, street, and apt. or suite no.) Requester's name and address (optional) m a y 6 City, state, and ZIP code N 7 List account numbers) here (optional) Tax aver Identification Number (TIN) �� Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid I Social security number i backup withholding. For individuals, this is generally your social security number ( However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other page - m entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3, or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for I Employer identification mlmber guidelines on whose number to enter. F77 F—F—FTT—F—T-1 Under penalties of perjury, I certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA codes) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. _ Sign Signature of Here I U.S. person Ile Date► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form W -9 (such as legislation enacted after we release it) is at www.1m.gov /Av9. Purpose of Form An Individual or entity (Form W -9 requester) who is required to file an Information return with the IRS must obtain your correct taxpayer Identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number IITIN), adoption taxpayer Identification number (ATIN), or employer Identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of Information returns Include, but are not limited to, the following: • Form 1099 -INT (interest earned or paid) • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099 -MISC (various types of Income, prizes, awards, or gross proceeds) • Form 1099 -8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099 -5 (proceeds from real estate transactions) • Form 1099 -K (merchant card and third party network transactions) • Form 1098 (home mortgage Interest), 1098 -E (student loan interest), 1098 -T (tuition) • Form 1099 -C (canceled debt) • Form 1099 -A (acquisition or abandonment of secured property) Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. It you do not return Form W -9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By alp ning the fl lied-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership Income from a U.S. trade or business Is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA Shoals) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct, See What Is FATCA reporting? on page 2 for further Information. Cat. No. 10231X 22C -12 Form W-8 (Rev. 12 -2014) Form W -9 (Rev. 12 -2014) Page 2 Note. If you are a U.S. person and a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form if It Is substantially similar to this Form W -9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person If you are: • An Individual who Is a US, citizen or U.S. resident alien; • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; • An estate (other than a foreign estate); or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business. Further, in certain cases where a Form W -9 has not been received, the rules under section 1446 require a partnership to presume that a partner Is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership Income. In the cases below, the following person must give Form W -9 to the partnership for purposes of establishing Its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States: • In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; • In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and • In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W -9. Instead, use the appropriate Form W -8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien Individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause," Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of Income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you am a U.S. resident also who Is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of Income, you must attach a statement to Form W -9 that specifies the following five Items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the Income. 3. The article number (or location) In the tax treaty that contains the saving clause and Its exceptions. 4. The type and amount of income that qualifies for the exemption from tax. 5. Sufficient facts to Justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S: China Income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present In the United States. Under U.S. law, this student will become a resident alien for tax purposes If his or her stay In the United States exceeds 5 calendar years However, paragraph 2 of the first Protocol to the U.S: China treaty (dated Ap. ril 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2. of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship Income would attach to Form W -9 a statement that Includes the Information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W -8 or Form 8233, Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This Is called "backup withholding." Payments that may be subject to backup withholding Include Interest, tax - exempt Interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made In settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive If you give the requester your correct TIN, make the proper certifications, and report all your taxable Interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester, 2. You do not certify your TIN when required (see the Part II Instructions on page 3 for detalls), 3. The IRS tells the requester that you furnished an incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable Interest and dividends only), or 5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W -9 for more Information, Also see Special rules forpartnerships above. What is FATCA reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are speclfled United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W -9 for more information. Updating Your Information You must provide updated Information to any person to whom you claimed to be an exempt payee If you are no longer an exempt payee and anticipate receiving reportable payments In the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or If you no longer are tax exempt. In addition, you must furnish a new Form W-9 If the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fall to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false Information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying Informatlon. Willfully falsifying certifications or affirmations may subject you to criminal penaties including fines and /or Imprisonment. Misuse of TINs. If the requester discloses or uses TINS In violation of federal law, the requester may be subject to civll and criminal penalties, Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W -9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W -9. a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without Informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note. ITIN applicant: Enter your individual name as It was entered on your Form W -7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application, b. Sole proprietor or single - member U.C. Enter your Individual name as shown on your 10401 04DEZ on line 1. You may enter your business, trade, or "doing business as" IDEA) name on line 2. c. Partnership, LLC that is not a single- member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e. Disregarded entity. For U.S. federal tax purposes, an entity that Is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701- 2(c)(2)(111). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, If a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that Is a U.S. person, the U.S. owner's name Is required to be provided on line 1. If the direct owner of the entity Is also a disregarded entity, enter the first owner that Is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name /disregarded entity name." If the owner of the disregarded entity Is a foreign person, the owner must complete an appropriate Form W -8 instead of a Form W -9. This Is the case even if the foreign person has a U.S. TIN. 22C -13 Form W -9 (Rev. 12 -2014) Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the "Limited Liability Company' box and in the space provided enter "C" for C corporation or "S" for S corporation. If it is a single - member LLC that is a disregarded entity, do not check the "Limited Liability Company" box; instead check the first box in line 3 "Individual/sole proprietor or single- member LLC." Line 4, Exemptions If you are exempt from backup withholding and /or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you. Exempt payee code. • Generally, individuals (including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. • Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099 -MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1 —An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401 (1)(2) 2 —The United States or any of its agencies or instrumentalities 3 —A State, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4 —A foreign government or any of its political subdivisions, agencies, or Instrumentalities 5 —A corporation 6 —A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7 —A futures commission merchant registered with the Commodity Futures Trading Commission 8 —A real estate investment trust 9 —An entity registered at all times during the tax year under the Investment Company Act of 1940 10 —A common trust fund operated by a bank under section 584(a) 11 —A financial institution 12 —A middleman known in the investment community as a nominee or custodian 13 —A trust exempt from tax under section 664 or described in section 4947 The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13. IF the payment is for... THEN the payment is exempt for... Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and Exempt payees 1 through 4 patronage dividends Payments over $600 required to be Generally, exempt payees reported and direct sales over $5,000' 1 through 52 Payments made in settlement of Exempt payees 1 through 4 payment card or third party network transactions Page 3 z However, the following payments made to a corporation and reportable on Form 1099 -MISC are not exempt from backup withholding: medical and health care payments, attomeys' Fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form it you are uncertain if the financial institution is subject to these requirements. A requester may Indicate that a code is not required by providing you with a Form W -9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code. A —An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B —The United States or any of its agencies or instrumentalities C —A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D —A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472- 1(c)(1)(i) E —A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472 - 1(0)(1)(1) F —A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G —A real estate investment trust H —A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I —A common trust fund as defined in section 584(a) J —A bank as defined in section 581 K —A broker L —A trust exempt from tax under section 664 or described in section 4947(a)(1) M —A tax exempt trust under a section 403(b) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and /or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W -9 will mail your information returns. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an FIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN. If you are a single- member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN. Note. See the chart on page 4 for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS -5, Application for a Social Security Card, from your local SSA office or get this form online at www.sse.gov. You may also get this form by calling 1 -800- 772 -1213. Use Form W -7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS -4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at wwwJrs.gov /businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W -7 and SS -4 from the IRS by visiting IRS.gov or by calling 1- 800 -TAX -FORM (1- 800 -829- 3676). If you are asked to complete Farm W -9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60 -day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note. Entering "Applied For" means that you have already applied for a TIN or that ' See Form 1099 -MISC, Miscellaneous Income, and its Instructions. you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W -8. 22C -14 Form W -9 (Rev. 12 -2014) Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident allen, sign Form W -9. You may be requested to sign by the withholding agent even if Items 1, 4, or 5 below Indicate otherwise. For a joint account, only the person whose TIN is shown In Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exemptpayee code earlier. Signature requirements, Complete the certification as indicated In items 1 through 6 below. 1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out Item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. "Other payments' Include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (Including payments to corporations), payments to a nonemployee for services, payments made In settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (Including payments to corporations), 5. Mortgage Interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualifted tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual The Individual 2. Two or more Individuals Joint The actual owner of the account or, account) if combined funds, the first individual on the account' 3, Custodian account of a minor The minor' (Uniform Gift to Minors Act) 4. a. The usual revocable savings The grantor- trustee' trust (grantor is also trustee) b. So- called trust account that is The actual owner' not a legal or valid trust under state law 5. Sole proprietorship or disregarded The owner' entity owned by an individual e. Grantor trust filing under Optional The grantor' Form 1099 Filing Method 1 (see Regulations section 1.671- 4(b)(2)(1) (A)) For this Type of account: Give name and EIN of: 7. Disregarded entity not owned by an The owner individual 8. A valid trust, estate, or pension trust Legal entity' 9. Corporation or LLC electing The corporation corporate status on Form 8832 or Form 2553 10. Association, club, religious, The organization charitable, educational, or other tax- exempt organization ti. Partnership or multi - member LLC The partnership 12. A broker or registered nominee The broker or nominee 13. Account with the Department of The public entity Agriculture In the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments 14. Grantor trust filing under the Form The trust 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.6714(b)(2)(1) (B)) List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be morlshed. Circle the minor's name and furnish the minor's SSN s You must show your Individual name and you may also enter your business or DBA name on the "Business nameldisregarded entity" name line. You may use either your 88N or El Of you have one), but me IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself Is not designated In the account tltie.) Also see Special mies for pertnerehlps on page 2. "Nate. Grantor also must provide a Form W -9 to trustee of trust. Note. If no name is circled when mom than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records from Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other Identifying Information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get ajob or may file a tax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN, • Ensure your employer Is protecting your SSN, and • Be careful when choosing a tax preparer. If your tax records are affected by Identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen puree or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1- 800 - 908.4490 or submit Form 14039, For more Information, see Publication 4535, Identity Theft Prevention and Victim Assistance. Victims of Identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAB) assistance. You can reach TAB by calling the TAB tall -free case Intake line at 1- 877 - 777 -4778 or TTY71'DD 1- 800 -829 -4059. Protect yourself from suspicious emalls or phishing schemes. Finishing is the creation and use of email and websites designed to mimic legitimate business smalls and watches. The most common act Is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user Into surrendering private information that will be used for identity theft, The IRS does not initiate contacts with taxpayers via smalls. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phlshing0irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1.800- 366 -4484. You can forward suspicious emalls to the Federal Trade Commission at: spam@uce.gov, or contact them at www.itc.gov/ldtheft or 1-877-IDTHEFT (1 -877-438-4338). Visit IRS.gov to learn more about Identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file Information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the Information on the farm to file information returns with the IRS, reporting the above information. Routine uses of this information Include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws, The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and Intelligence agencies to combat temorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable Interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information, ' 22C -15 22C -16 WTI SOUTHERN CAtlfORNIA LJ EDISON` An F17M)% MURh'A POV 41 - Ccnpanr April 28, 2016 Customer Information: John Aguilar City of Santa Ana 20 Civic Center PI. M -11 Santa Ana, CA 92701 EXHIBIT 2 Southern California Edison, Business Incentives P.O. Box 800, Rosemead, CA 91770.0800 E -mail: Businesslncentives @sce.com I Fax: 626.633 -3243 Authorized Agent Information: Rebecca Hausheer The Energy Coalition 47 Discovery Ste 250 Irvine, CA 92618 Questions? 800 - 736-4777 RE: NOTICE OF ON -BILL FINANCING (OBF) APPLICATION APPROVAL AND FUNDING RESERVATION PROJECT NUMBER: 353 -16- 0500834360 SAM 3- 001 - 3275 -20 Dear John Aguilar and Rebecca Hausheer: Your On -Bill Financing Application has been reviewed and approved, and funding for your On -Bill Financing Loan has been reserved. At this point the estimated OBF Loan funding reservation for your project of $71,785.20 has been established. Terms and Conditions of Loan Reservation: 1. The reserved amount has been calculated based on the results of the review and approval of your Energy Efficiency Project Application, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Since the loan reservation amount is based on an approved project proposal, it is an estimate of what the actual loan amount may be. 1a. An OBF Loan Term Calculation [LTC] is attached. 2. The actual loan amount will be calculated based on the results of the review and approval of your Energy Efficiency Project Installation Report, and according to the provisions and methodology of the OBF Loan Term Calculation [LTC]. Therefore, the actual amount of the OBF Loan may differ from the reserved amount presented above. 2a. The actual amount of the OBF loan may be less than the reserved amount presented above. 2b. The actual amount of the OBF loan shall not exceed the reserved amount presented above. 3. The expiration of the loan reservation shall be consistent with that of the project incentive. Next Steos: • You submit the completed Installation Report [IR] to SCE, and SCE will review it. • SCE will calculate the actual final loan amount, based on the results of the IR approval, and the LTC provisions. • SCE will issue 2 copies of the OBF Loan Agreement to you. • You will sign, and have notarized, the Agreements and return to SCE. • SCE will counter -sign the Agreements. • SCE will provide you with 1 copy of the fully- executed Loan Agreement and will process the loan proceeds. 22C -17 Southern California Edison, Business Incentives 5OUt11M (AlJI[011 t* P.O. Box 800, Rosemead, CA 91770 -0800 ED I S O N* E -mail: Businesslncentives @sce.com I Fax: 626 -633 -3243 Questions? 800- 736 -4777 If you have any questions, please contact your SCE Account Representative. You may also call us at (800) 736 -4777 Monday through Friday, from 8:00 a.m. to 5:00 p.m., or send an e-mail to IDSMOuestions @sce.com. Please have your Project Number available for reference when you call, or include it in your e-mail. Sincerely, Cedric Benton Program Manager - On Bill Financing Southern California Edison Company Notice: The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the applicant has the capacity to enter into a binding contract); because all or part of the applicant's income derives from any public assistance program; or because the applicant has in good faith exercised any right under the Consumer Credit Protection Act. The federal agency that administers compliance with this law conceming SCE is the Federal Trade Commission, Equal Credit Opportunity, Washington DC 20580. 22C -18 On -Bill Financing Program - Preliminary Loan Term Calculation (LTC1) Completion DatefTime: 4/28/201612:54 PM Project Number: 353 -16- 0500834360 Service Account: 3 -001- 3275 -20 Customer Number: 1 -0- 000 -7130 Customer Account Number: 2 -22 -264 -5319 OBF Application Receipt Date: 2/29/2016 Project Type(s) : Customized Market Segment: Government and Institutions Business Name: SANTA ANA, CITY OF Reference Name: NEWHOPE LIBRARY Address: 122 N NEWHOPE ST City, CA IJp: SANTA ANA, CA 92703 PROJECT ECONOMIC SUMMARY ACTUAL TERMS WILL BE CALCULATED BASED ON FINAL REVIEW AND VERIFICATION OF THE PROJECT INSTALLATION REPORT LTC1 Reserved Amount is $71,785.28 First month payment is $598.21 119 subsequent monthly payments $588.21 EXPLANATION A- AVERAGE ELECTRIC BILLING RATE — past 12 months (Cents /kWh) $ 0.25256 Based on Billing History Exception Analysis Loan Minimum Requirement Test E.1.1. Market Segment Minimum Loan Amount B. ENERGY EFFICIENCY PROJECT SAVINGS 5.000 Minimum Loan Amount per Service Account or Bundle B.1. Estimated Annual Kilowatt Hour Savings (kWh) 28,423.1 From Approved Pmject Application B.2. Estimated Annual Dollar($) Savings $ 7,178.54 Estimated Annual kWh Savings x Average Rate = $ savings (B.1 x A) B.3. Estimated Monthly Dollar($) Savings $ 598.21 Estimated Monthly $ Savings (B.2 /12) C. COSTS C.1. Estimated Total Project Cost $ 93,548.97 C.2. Excess Pmject Cost $ - C.3. Estimated Total Rebate /Incentive $ 6,389.97 CA. Other $ C.5. Estimated Potential Loan Amount (Gross Amount) $ 87,159.00 C.6. LTC1 Reserved Amount C.7. LTC2 Reserved Amount D. LOAN D.2. Monthly Loan Repayment Amount D.3. Actual loan term (Months) DA, Actual loan tens (Years) 12.2 E. LOAN LIMIT TESTS From Approved Project Application Based on 20% Basic Lighting Cap Rule From Approved Project Application (C.1)- (C.2)- (C.3) -(CA) From LTC1 calculation following Approved Project Application LTC2 Loan Amount per policy cannot be greater than LTC1 amount Lesser of (C.5) or (C.6) or (E.1.2) or (E.2.3) or other rules apply (B.3) Time required to repay loan in months (Subject to exception analysis below) Time required to repay loan in years: (10.3) /12 E.I. Market Segment Amount of Loan Test (Min/Max Loan Amount) Exception Analysis Loan Minimum Requirement Test E.1.1. Market Segment Minimum Loan Amount $ 5.000 Minimum Loan Amount per Service Account or Bundle E.1.2. Market Segment Maximum Loan Amount $ 250,000 Com, Ind, Ag = $100.000, G &I = $250,000 E.1.3. Within Market Segment Limit? $ Y Is D.1 within loan amount limits Y /N? E.2. Customer Loan Limit Test (Previous Loans for this Service Account) $ 598.21 Based on minimum loan requirement of $5K and supplemental E.2.1. Service Account Loan Amount Limit $ 250,000 (E.1.2) or $1M for G &I Facility E.2.2. Previous Loans Reserved for this Service Account $ 71,785.20 Total of previous OBF loans + reservations E.2.3. Estimated Amount Eligible for Loans $ 250,000.00 (E.2.1) - (E.2.2), If <0, then 0. E.2.4. Within Available Amount? Y Is D.l. < E.2.3. Y/N? E.3. Length of Loan Test E.3.1. Loan Length Limit (months) E.3.2. Within Loan Length Limit? 120 CIA (lighting) = 36, CIA (non - lighting) = 60, G &I = 120 months N Is D.3 within limit Y /N? EA. Expected Useful Life (EUL)* Loan Length Limit Test EA.1. Applicable Measure EUL (months) 120 EUL in months of measure with greatest kWh contribution E.4.2. Within EUL Loan Length Limit? Y Is D.3 within limit Y /N? E.S. EXCEPTION ANALYSIS (If any EA thru EA. yields a "No") Exception Analysis Loan Minimum Requirement Test Does the loan amount from Exception Analysis meet the $5K loan minimum requirement? YES E.5.1. First Payment Amount $ 598.21 E.5.2. Subsequent Monthly Loan Repayment Amount $ 598.21 Based on minimum loan requirement of $5K and supplemental E.5.3. Subsequent Monthly Payments 119 Exception Analysis, this amount qualifies for an estimated OBF E.5.4. Net Amount for Financing $ 71,785.20 loan. E .1"Uaz(ulLHe(EM)Each meeauresegacleE tcgROrm seralaGORlytaraperoC orllma. An EULfor eacheneyyeXc encymeawmkowyneRbyllre Celdomh Enmgy Cammi bn(CEC). LTC ID: 10302 22C -19 22C -20 EXHIBIT 3 On -541 Financing Agreement This On-Bill FlnanofnI Agresonant ( "OBF Agreament °) is entered Into an 20 (the "Effsativs Date") by and between the undersigned oustomer ("Customs(') an Sout tern California Edison Company ( "SCE") (each a "Party," collectively the "Psrties"). Recitals 1. Customer and SCE on(ered Into the Energy Management Solutions Incentives Application for Business Customers on or about 20 _ and If appplicable, the Customized Solutions Agreement (Individually or eolleotive yy re erred to as "EMS Agresmsnt" ), which islare attached hereto and Incorporated herein by referenos, 2. Customer owns, Wass or rents the propperiy listed In the EMS Agreement as the Site and maintains a service accounts with 5CE for olsotrlo service, Customer has completed installation of eligible energgy ePIclent equipment ( "Equipment ") at the Site as set forth In the EMS Agreemerif and has dccopted the equipment as being operational and in good working order, 3, In Oooislon 09.09.047, the California Public Utilities Commission authorized SCE to provide zero - percent Interest financing for the installation of certain energy efficient equippment, which Is to be re old over a specified period through the Customer's sloaldo utllity bills) (30n "8111 Financing "F, 4, Customer desires to enter into this OBF Agreement In order to pertioippate In SCE's On•Bllf Financing pro_F1ram and Customer agrees to repay SCE the Amount Fttancad (as defined under "Loan ?'arms ", below) through the Customer SCE utility bill(s) pursuant to the terms and condkions of this OBF Agreement. NONI, THEREFORE, In consideration of the mutual promises and Covenants contained herein, the Parties agree as follows: Terms and Conditions Defined Terms: Excep�t as the context otherwise requires, oapitallzod terms used In this OBF Agreement without dofinition shall have the same meanings as are set forth In the EMS Agreement. Amount Financed: Within thirty (30) days after the Effactive Dalai SCE will provide a payment for the Amount Financed to Customer or to a thirdaporty payes designated by Customer under the Loan Terms, below, Customer's designation of a third: party payee may not be changed or revoked, Loan Terms: mount Financed (rAmWE— Financed" ' 0 nterast ate, e 79c—)ntTs to Pay. "Fuel- WaFPaymenf smWming Monthly symentw ary ca nccun o ba i led; Designated t r a ayes i an : Address o as gnats hir Part Puss: It more than one Service Account will be billed, information regarding the Service Account j number and monthly payment is Included In Schedule A attached. Form 14 -792 1 0512012 I 22C -21 Promise to Pay: Customer promises fo pay SCE the Amount Financed In equal monthly Installments as sot forth In the section above and /or Schedule A (Customer's "Loan Obligation "). The that Monthly Payment of Customer's Loan Obligation will appear within sixty (60) days from the Effective pate on Customer's SCE utility bill(s) for the Service Account(s) listed above, Manner of payment! Customer's Monthly Payment amount will appear as a line item labeled "WOBF Installment Charge" on the monthly SCE utility bilf(s) for Customer's Service Account($), Customer may pay the Loan Obligation in the monthly installments or pro-pay the Loan Obligation in one Jump sum without penalty, but pro•poyments for leas than the remaining balanoo will not be allowed, Customer's Loan Obligation will appear on Customer's monthly SCE utility bill(s) far the number of months set forth above, or until the Loan Obligation Is paid In full by Customer, whichever occurs first. Customer shall make payments to SCE as directed in the SCE utility blll($). Partial payments; If Customer Is unable to make a full payment of the Loan Obligation in any given month, payment arrangements may be made at SCE's sole discretion. Any partlal payments will ba applied In equal proportion to the energy char as and the Loan Obligation,, and Customer will be considered to be delinquent and in default of both the energy bill and the Loan Cbligatlon. Late Payments: No late payment charges or Interest will be assessed for delinquent payments on the Loan Obligation. However, SCE may assess late payment charges for delinquent payments of energy charges pursuant to SCE's Rule 9 which fs Incorporated herein by reference. Returned payments; SCE may require ppayment of a $10.00 Returned Check Charge for any check returned from Customer's Inanclal Institution unpaid. The Returned Check Charge will also apply to any forms of payment that are subsequently dishonored, Ulseontlnuanoa of Service; Amounts due under this 08F Agreement will be amounts deemed due under each SCE utility bill to the Customer's Service Aocount(s), and a default under this OBF Agroement will be treated as a default under the Customer's Service Account(s), Customer's Loan Obligation Is subject to the discontinuance provisions of SCE's Rule 11, Discontinuance and Restoration of Service, Section B, Nonpayment of Bills or Summary Sills which is Incorporated heroin by reference. Breach and Aoceleratlon: Any breach by Customer under the EMS Agreement or this OBF Agreement shall constitute a breach under all of the above referenced agreements, For purposes heroin, SCE may determine the OBF Agreement to be breached and Customer to be In default If Customer (1) sells, assigns or otherwise transfers ownership, possession or title of the Site or the Equipment, (2) falls to pay the Monthly Payment amount when duo, (3) oloses, discontinues or otherwise causes the termination of the Service Account($), or (4) otherwise breaches this OBF Agreement and /or the EMS Agreement, and the breach Is not cured as specified therein. Notwithatanding anything to the contrary in the EMS Agreement, a breach and default as sot forth in this section shall not be subject to any additional cure period, Following a breach me set forth In this section, SCE shall have the right to declare the entire unpaid balance of the Loan Obligation immediately due and payable, Purchase Money Security Interest; Customer hereby agrees that SCE may, but is not obligated to, file 9 UCC•1 ( "Financing Statement') against the Equipment to secure Customor's obligation to repay the Amount Financed. Customer agrees to execute any and all documents In connootion with the Financing Statement In order for SCE to perfect its security interact in the Equipment. Customer agrees that SCE Is not waiving any of its rights of recovery as against the Customer should SCE elect to file a Financing Statement, Form 14.792 2 05!2012 22C -22 Confession of Judgment: Customer Irrevocably authorizes and empowers SCE and SCE'e attorneys, upon breach and default by Customer as described in the preceding seothon, to appear in any state or federal court In Loa Angeles County, Callfornls, as Customer's attomey -In -fact and confess judgment against Customer by antry of a confession of jutlyi ment pursuant to Code of Civil Procedure § 1132 at seq„ or by any other appropriate means, for the full amount due plus ail costs of collaction, including without limitation court costs and reasonable attorneys' fees, No single exerclas of the foregoing power to confess judgment will be deemed to exhaust the power, whether or not any such exercise shall be held by any court to be Invalid, voidable, or void; but the power will continue undiminished and may be exercised from time to time as SCE may elect until all amounts owing under this ODF Agreement have been paid In full. Modification: Any change to this 061' Agreement must be in writing and signed by Customer and SCE; except that during any given month, If Customer is unable to make full payment or the Loan Obligation, payment arrsngaments may be made at SCC's sole disoretion without modifying this OSF Agreement in writing, Any written modification or amendment will not be effective unless and until signed by SCE or such condition is walved by SCE In Its sole and absolute decretlon.. Term and Termination; It Is tine Parties Intent that the term of this O65 Agreement and the EMS Agreement run concurrently, Therefore, the 065 Agreement shall continua in effect uri the Loan Obligation Is paid in full. Assignment; Notwithstanding anything to the contrary in this 065 Agreement, Customer may not assign Its rights or delegate Its duties under the Agreement. Additional Representations: Each person signing this OBF Agreement represents and warrants that he or she Is duly authorized and has the legal capacity to execute and deliver this COF Agreement on behalf of Customer, and to perform their obligations under this OBF Agreement, Customer further represents and warrants that if It Is a legal entity, It is in good standing in its state of farmation. Miscellaneous: Except as otherwise specifically provided herein, all terms, provisions, covenants, representations, warranll'es, agreements and conditions of the EMS Agreement shall remain unchanged and In full force and effect. Should a conflict exist between this OBF Agraenlent, the EMS Agreement and the documents Incorporated by reference, this OBF Agreement shall control, This OBF Agreement shall be construed and interpreted in accordance with, and shall be governed and enforced In all respects according to, the laws of the State of California. This OBF Agreement may be executed In one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument, If any one or more of the provisions contained In this OBF Agreement shall for an yy reason be held to be Invalid, Illegal or unenforceable In any respect, then this 06F Agreement shall be construed as If such invalid, illegal or unenforceable term or provision hed never been contained herein and all other provisions of this CBF Agreement shall be construed to remain fully valid, enforceable and binding an the parties, The Recitals set forth above are hereby Incorporated herein by reference, [Remainder of page intentionally left blank] Form 14792 0512012 22C -23 14 Y`i!T4E33 t iY ERE DF the Parties ha ie e:(ecuted this 03= Agreement is)( the Effective Date Customer: Authorized Representalive i me: Signature: Date: Business Address Telephone No. Fax No. E -Mail Address: RECOMMENDED FOR APPROVAL Francisco Gutierrez, Exec. DIr. APPROVED AS TO FORM: J HN6 M. FUNK Assistant City Attorney Form 14 -914 04/2016 22C-24 Southern California Edison Company: Authorized Representative Title: Signature Date: Business Address: Telephone No. Fax No E -Mail Address: ATTEST Maria D. Huizar, Clerk of Council SCHEDULE A Customer Name; OBF Lain Number; Site Service Account Number %P 81 iing Repayment Service Account Number 1 Monthly OBF Loan Payment Rematnfng Monthly OBF Loan Payments X -XXX- XXXX•XX X•XXX•XX.'(X -XX $XX;XX $XXX.XXper mong7 Por mon#rs Total Monthly Repayment $XX.XX $XXX.XX per month for X months i Form 14 -792 5 05/2012 22C -25 i i 22C -26 ABSTRACT OF BIDS ENERGY- EFFICIENT LIGHTING RETROFIT (16 -11 ALBD Electric & Foddrill Construction Bidder Cable Corporation Location Anaheim Chino Total $86,405.00 $98,151.39 Hydro Scientific Bidder West Inter - Pacific, Inc. Location Escondido Tustin Total $137,643.38 $100,076.48 Pacific Lighting Bidder L. A. Electricom Mgmt. Inc. Location Chatsworth Santa Ana Total $97,200.00 $71,826.68 Santa Ana Vendor Preference $ 718.27- $71,108.41 EXHIBIT 4 22Ci -27 Gerhard Electric Laguna Hills $85,405.68 JF Electric Hesperia $110,980.00 S &S Son's Electrical Contractors Corp. Hesperia $82,431.44 22C -28 Moll • CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AWARD CONTRACT TO LONEROCK INC., FOR CONSTRUCTION OF THE SANTA ANA -DELHI CHANNEL DIVERSION PROJECT (PROJECT NO. 16 -6467) (STRATEGIC PLAN NO. 6, 1G} CITY MAN GER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: [] As Recommended El As Amended F1 Ordinance on 1®i Redding F1 Ordinance on 2 0d Redding Il Implementing Resolution 171 Set Public Wearing For_ CONTINUED TO FILE NUMBER 1. Reject all bids received on September 22, 2016, for the construction of the Santa Ana —Delhi Channel Diversion project to allow re- advertising of the project to include significant changes to the scope of construction. 2. Award a contract and authorize the City Manager and the Clerk of the Council to execute a construction contract to Lonerock, Inc. the lowest responsible bidder, in accordance with the base bid in the amount of $4,593,375, for the term beginning upon execution of the contract and ending upon project completion, for the construction of the Santa Ana —Delhi Channel Diversion project, subject to nonsubstantive changes approved by the City Manager and City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $6,386,775, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $1,024,800. DISCUSSION The Santa Ana -Delhi Diversion project is a regional collaboration between the City of Santa Ana, the County of Orange (OC), the Orange County Flood Control District (OCFCD), and the cities of Newport Beach and Costa Mesa. The project is located south of SR -73 and east of SR -55 in the Newport Beach Golf Course (Exhibit 1). The goal of the Delhi project is to improve the water quality in Newport Bay and increase regional groundwater supplies. The City of Santa Ana will greatly benefit from this project because it will help meet federal storm water program requirements mandated by the California State Water Resources Control Board. Compliance with these federal requirements would otherwise prove to be very costly to Santa Ana. 23A -1 Contract Award for Santa Ana -Delhi Channel Diversion Project December 6, 2016 Page 2 The original bids received were opened on September 22, 2016. Due to design details that were found excluded from the advertised plans, significant costs could be associated with those details, and therefore the project was re- advertised on October 10 and 17, 2016. Bids from the re- advertisement were reopened on October 27, 2016. The following is a summary of the bid invitations made, and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 4 Contractors requesting bidding documents 55 Bids received 5 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 Lonerock, Inc Irvine $4,593,375 2 Kiewit Infrastructure West Co. Santa Fe Springs $4,723,000 3 Metro Builders & Engineers Group, Ltd. Newport Beach $4,896,840 4 Environmental Construction, Inc., Woodlands Hills $5,196,326 5 KEC Engineering Corona $5,577,777 A total of five bids were received and all five were deemed responsive. The bid submitted by Lonerock, Inc. in the amount of $4,593,375 (Exhibit 2) is the lowest responsive bid, and is below the engineer's estimate of $4,959,000. Based on the bid analysis, staff recommends awarding the construction contract to Lonerock, Inc. (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). 23A -2 Contract Award for Santa Ana -Delhi Channel Diversion Project December 6, 2016 Page 3 ENVIRONMENTAL IMPACT On May 3, 2016, the City Council approved a Mitigated Negative Declaration (MND) in accordance with the California Environmental Quality Act (CEQA). The proposed project would have a less than significant impact on the environment. As planned, the Delhi Project would eliminate dry weather flows in the Santa Ana Delhi Channel to help improve water quality in downstream receiving waters including Upper Newport Bay. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total delivery cost of this project is $6,386,775, which includes construction, contract administration, inspection, testing, and contingencies. The cooperative agreement which specifies the funding contribution by each of the partner agencies including County of Orange, City of Newport Beach, City of Costa Mesa, Irvine Ranch Water District, and City of Santa Ana, also specifies the contingency amount to be $1,024,800 (Exhibit 5). Council has recognized project funding commitments from the participating agencies totaling $9,367,875 in the following revenue accounts: 961aP YEAR AUTHORITY & FUNDING SOURCE ACCOUNT NO. AMOUNT 2013/14 Capital Improvement Program M2 Environmental Cleanup Grant 03217002 -52332 $2,572,875 2015/16 Council Approval, April 19, 2016 City of Costa Mesa 05717002 -57013 $600,000 City of Santa Ana: Federal Clean Water Enterprise 05717002 -50001 $500,000 Capital Improvement Program City of Santa Ana: Federal Clean Water Enterprise 05717002 -50001 $343,050 2016/17 Council Approval, November 15, 2016 Orange County Flood Control District 05717002 -57014 $1,600,000 City of Newport Beach 05717002 -57017 $1,500,000 Irvine Ranch Water District 05717002 -57016 $195,000 Orange County Water District 05717002 -57015 $1,000,000 City of Santa Ana: Federal Clean Water Enterprise 05717002 -50001 $1,056,950 TOTAL PROJECT FUNDING: $9,367,875 The updated spending plan (Exhibit 6) estimates expenditures for the entire project — starting with the Design /Environmental Review phase in FY 2011/12 through project completion in FY 2018/19. Estimated Fiscal Year 2016/17 expenditures of $1,668,743 are programmed in the following funding sources: 23A -3 Contract Award for Santa Ana -Delhi Channel Diversion Project December 6, 2016 Page 4 FUNDING SOURCE ACCOUNT NO. M2 Environmental Cleanup Grant 03217663 -66220 Participating Agency Funds 05717660 -66220 City of Santa Ana: Federal Clean Water Enterprise 05717640 -66220 ESTIMATED FY 2016/17 EXPENDITURES: Fr d Mousavipour Executive Director Public Works Agency FM /EWG /TC /MG Exhibits: 1. Location Map 2. Bid AMOUNT $461,206 $590,652 $616,885 $1,668,743 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 3. Construction Contract 4. Cost Analysis 5. Cooperative Agreement with Participating Agencies 6. Delhi Diversion Project — Estimated Spending Plan 23A -4 PAULARINO AV _/ Proposed Plpellne /Sewer " == Connecilon ti. BAKER $T E 1 �.W PAlJLAR/N© CNANNPt. (FQ3) 9Yeal��SITYi41171��1f l��iYtiEill Mlu�A �AC5 a 500 I'mo Feet �p0 ARLINGTON C71 ! St ° •% �, / SANMANA ON& ��. '0 ,/ AIRAPOAr 10 0 f g V# P Legend "� PROPOSED DIVERSION Proposed olversion Pipeline '' STRUCTURE INS Existing Seweriine + +y� -N ,. 12442■ CICFCDDrainage Facilities wi x`'•, 41% - :`�w! °`�" City Boundarles . -., :, , a Location Map EXHIBIT 1 SANTA ANA City Council Agenda Date Project No. 16 -6467: Santa Ana Delhi PV AGE PUBLILWOfI %S NCY December 6, 2016 Channel Diversion 23A -5 23A -6 CITY OF SANTA ANA Exhibit PROJECT 1 SANTA ANA i DIVERSION ' "w PROPOSAL Bit) PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: _ w? t,A E z C t t . REQUIREMENT: The undersigned bidder declares that they have carefully and thoroughly examined (1) the location of the proposed work site(s), and (2) the Contract Documents including all Addendums, Standard Plan and Specification, Appendices, permits, and their requirements, etc.; and hereby proposes to furnish all labor, material, and equipment for the work required to complete the said Project in accordance with the plans and specifications for the unit price(s) or lump sum(s) set forth in the following schedule: For any work, regardless of the magnitude, not specifically identified as a lump sum or unit price item fisted below, the costs associated with this work shall be included in the items of work, listed below, and no additional compensation will be allowed therefore. Item Description Ctuantity Unit Unit Amount Price 1 Mobilization 1 LS $ $ 2 Clearing and Grubbing 1 LS $ i cr,t�, IO'C' O 3 Cewatering 1 LS $ 1t Site Demolition/ Unclassified � 800 CY g _.._$ Excavation* 7600 CY _$. 5 Structural Excavation 6 Structure Backfill 2000 CY $ a >7 .. 7 Unclassified Backfill f of 0 $ fi Shoring 1 LS $ i ,�; j;c,0 $ J g( r «z, — 9..Channel .... _._ 1 LS $ t : +;rau $ l �lt,r esr_cr, Imp rovernents /Divers ion Structure 10 punip Station 1 LS $ r %cop i1 Chain Oink Fence 900 LF $ $ ' (sly of Santa Ana t 11foled k W -CA a; Sanhi ArsEY"- 6 ��'��t-"��I 17ive�r��rre €�ecsjc.� r ttFHIC? - t.ia. €,xGur ; °. M1fi+ 23A -7 CITY OF SANTA ANA PRSANTA OJECT NO. 16-6467 f • PROPOSAL (ADDENDUM ONE -JULY 22, • N item Description LBuantlty Unit Umt Amount Price I 1 Chain Gnk Gate 5 BSA $ ? , $ 13 -be-co-imposed Granite Access j TN I $ �, $ 4 , 2, c. 400 1 14" PVC Force`Ma_ n In OCFCU 1000 LF � $ "7? r 1. i S 1 �tx ROW 95 _IF PVC f=orce Main in Costa 33fY0 LF $?!,�tCt7, Mesa ROW 161d PVC Siphon _— __. 1£i EA _ $S`$c °cxi, 17 *14" PVC Forced Main Installed 10 LF $, $ Deeper Than 1 -Foot But Less Than 3-Feet 18 Pothole Utilities Not Shown In 20 CA __ $ Vic^ $��, The Contract Documents *PCC Concrete Sidewalk 00 F $ qr. — $ i 20 `PCC Goncr W ffriv_eAppr6ac h X00 SF $t < e- $ 21 S e Curb Ramp0{Y PCC cncret SF 22 *PCC Concrete C &G 500 LF $ ,. $ 12_, gw- -; 23 *Asphalt Concrete 1000 TN $ ci' 24 *Asphalt Rubber Hot Mix $ t � ; .. $ C, 1 r° 500 TN (ARHM) 25 *Adiust Manhole Frame & Cover 15 EA $ tarx:, $ 7, 9 n to Finished Grade 2S *Adiust water Valve Box Frame i 15 _ EA $ fie, - $ and Cover to Finished Grade 27 *7raftio Loops — - 25 EA $ Rc.t. $ 28 Project Information Signage 1 LS $ {; $�, 29 Finish Grading, Irrigation, and 1 LS $ 2 $ - -- Lai7dseaping _ $ TOTAL IND The lowest responsible bidder shall be selected based on the total base bid. i�.iry of v =utyta Awi i i''tolf ,-P If, fi4f, i :=ianl`i fui :1-�tti T_ t��Y -� ..:Jiaf �i iii Pfcge �:i e PF8117 00 oh 23A -8 CITY OF SANTA ANA PROJECT NO. 116-6467 (ADDENDUM ONE —JULY 22, 2016) The quantity for this bid item is shown for bid comparison only. Thls bid item shall not be subject to the °25W limit as stated in Section 3 -2 of the Standard Specifications, The City reserves the right to increase or decrease the quantity of this item accordingly, TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES a The undersigned bidder hereby proposes to complete the Work ter the tra d hale laid annount shown above, within three hundred (300) work-in, days aller tlae commencement date stated in the Notice to Proceed, o The liquidated damages amount, in lien of tho amount specified in Subsection 6-9 orthe 5ittndard Specifications, shall be $3,000 percalendarday, Name of Firm L % t iW ' ,o qa _ M Title lei E� '. t r)r -=ra t- (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual ca- partners composing the firm. If a corporation, state legal name of corporation., and names of President, Secretary, Treasurer and Manager, thereof,) Ga,v of Santa £rata � PropEo 16 -646 Santa {MAY Y- F��.�a,�c1 -i r7iVers.br+ r'F0010 1 Fib BIU - Octobv 7, 2011 23A -9 CITY O SANTA ANA PROJECT Y PROPOSAL (ADDENDUM ONE — JULY 22, 2016) BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or hislher duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United': States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement helshe will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shalt become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of penury that the foregoing is true and correct. Name of Firm L- 0 1 °k ti t s t 4 t> Signature of BIDDER ("- -V Title 11;Xr -E 5i1)",t ' (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) t,oy of to 9lYi:'e',ri,d i flSgeri I6 6,vp ltwa /'rn �J,3 i��77}}��{{3 •1 t��r'HC In s'1 `�ert Fs; etl'tr t irr ^irp '. ,'(?1C' 23A -10 y SAO ANA w. } T PROPOSAL (ADDENDUM ONE — JULY 22, 20196) ctil l tt "f'ilEt'4l.ICENSING ,AND I2t3 91Siit STIDt `5`t A'fEMFNT The undersigned contractor, or corporate officer, declares under ;penalty of perjury that helshe and all hisJher subcontractors are registered with the State of California Department of industrial Relations (DIR), and that the fallowing is true and correct. Contractor's Name: ' 1,- V1 'ya = cw Business Address: Business E -hail Address: _T) % t� t? �... Telephon a: C °° Et1 Ci 3t State Contractor's License No. and fir, Class: License Expiration Date: 2, i ant r 0� State Dept, of Industrial Relations (DIR) Registration No.: It P c r y State Dept. of Industrial Relations (DIR) Registration Zporation Date: ? .? � �� Signed Title: to t µ t 1 City of Si nVa Ana { Pfojoc i6- €i461Santa F.. €iar�;kr €t �#�iyt"I Dvwsioti Prtijod i RF81D Octcher i, 'J 16 23A -11 CITT OF SANTA AAA PROJECT NO. 16-6467 PROPOSAL (ADDENDUM ONE —JULY 22, 2016) MU',dAILING WAGE +LC)� PLIANC I" AND �iC7i�Sl'F0R1NC ST&_rEM i^I,;;r Contractor is aware of the requirements of California Labor Code Section 1720, et seg., as well as California Code of Regulations. Title 8, Section 16,000, et seq.. f'Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and 'maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per them wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per them wages for each craft, classification or type of worker needed to execute the services available to interested parties capon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, Its elected officials, officers, employees and agents free and harmless frorn any clairn or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Marne of Firm ) — �> h C ) _ C, C_ j n_ I tJ C . Signature of BIDDER Title ti W e (If an individual, so state) City nt raFmkn ,t.n7 ,' f?rnl e +: I Ifi fr -6fi1 `7;m la Itn,nJ� - ° }? Trj R'3;var "s.jn prnjr�",J RE SID 0 vobe i 7, 2t71 � 23A -12 CITY OF SANTA ANA PROJECT NO. 16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT 4-11QU01 "21 (ADDENDUM ONE ` JULY 22, 2016) QWNFAS1111' AFFIDAVIT SIA 11; OF CALIFORMA C1 IN 017 SANTA ANA - -'r_q j� j PAn-NF'RSHIP t I SS: �) 1n Wing daly $Nnrt4, deposiv, anti x1Y45 'that helshc!. the fwty� making, iln_ liarsnoinr peatlxaMd: "chat tWshc!� a =1111 ;r orlhe co- partnership firm dcsigrmwd us: 40114 who ha;t I vii and to duly Yosted milli the anlhordf9 to mgke and vxco ac insu cn15 Vku dm co -p irinership by; + 7i o can tiwc 1L ether nu:smh'ure of the ctrfu9nsr:,hip 0101ft1iM ION That he k oil 44C 1a 6a1t,h is makdns Ow 1 1 wra going pcngxx: & DJCkdhtrVId NIttkiz -mitt tic isolt acne nC the 1 +rort1c.5 rmtking E 14 owguing prnpo5l1I as a joint wntuae, alld the hcashc 1ta, km .and is didu ae *teed w[rh the aalih(€ity taw ewcute hnwtntaoun1s fur ten tm behelr¢1f'the parsdes peaking said bid w63 are: thal such a bid is blenuine and not collnsirre or shale, and has not in any manner sought by collusion to secure any aelvamage against the City or Santa Ana or any person intemstetl in the roach; ctti ct, l' trn orhimselforyo1herporson, ,3 - -`�.S Sig.![W t re of8it i &i= Stthscf -bed and sworn it) before me Ili Is clay car -- - 20 Signature of ofliccr Administering Oath (Notary lttablic) Gity of ,Santa Ana t Projr[;I 15 -646f Sanla Brit Wlb fpar�eqpl Diversion Project t R Blf.l t?dohr:r 1, 20'16 23A -13 CIVIL CODE § 1189 A notary Public or other officer comaleting this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the trunfurness, accuracy, or validity of that document. State of El Date personally appeared before me. A Ph Here )psed Name and Title olthp icer off t, 0 who proved to me on the basis of satisfactory evidence to be the porsonWwhoso name S s ) c 'bed to the within instrument and ackno ad to me that /P YeXecUtod the sahre in Dir-authorized capacitype -" okbsr�-siqnatu . n the instrument the fcersonjs),,' ZINC Opel" r the entity upon behalf of which the perscr�' ctad, executed the Instrument. S kRA rEEARW co f11 nis Mulary Pmbfic - California �6 I Orange County Mi COarn) f xPuas Oct 24, :t01 7 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and corre t. WITNESS my nd and officiTl. Signature Al Signature of Notary Public OPTIONAL Though thiS section is OP60r)81, COMMetilig t)ajs inforynatirut can differ, afteratiwi of the document ou, fraudulent reattachment of this froart to an arrintended doconloot. Description of Attacbed Do unnont 'title or Type of Docur ' Mc ument Date: ci ------- Number o f Page& Sig er(t) rh, an Nam a Above: Capacity0es) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): Partner -- Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is nefaresenting� Signer's Name: Corporate Officer — Title(s ): - ----- Partner— Limited G P n ,, j al individual Attorney in Fact Trustee rAirnclian or Conservator Other: Signer Is Representing: (02014 National Notary Association - wowwAahorallotary,org • 1-800-US NOTARY (1- 8130 -976- 6x3271 Item P,5907 23A-14 CITY (Al SANI A ANA PROJECI NO, Ni-6467 SANTA ANA 1) 1 AM I F:fl,.NNNf:V I 11VERS10,N k111()Jj,'Cq PROPOSAL fl�) IUNI) x )vo .,%1 1 til.11, " --- --- Lonerock, Inc. is R I -) M'. R, �l nd The Ohlo-Casulty jpava�nce!�ginpany as S I, ]Zj 10V hor,1 and 50URLI •Arl%! 1.iJC ?,:j v,.,M i!'N,( )'6 in ihe pomt ;un, oi Aon percent of the armunt bid f)011aM 6 L Ir WiLiCh s IL!f!i IN'j &nj of rho olmi IL'utli hip! [)t 13110MER 10 VjP CY lbrkilc olxlvo- Talcxl pprAjocl. liar 111C [Xiymcul o: ci!i'h 5L.13)• 8710DEP and S1 RI: t Y to ha houl)(1% jointly J111d 1k. firlydy by flic.sc pr".,io gt '. . 1 .1 1 - I I 0%5)CI ON's ol• Ti-PN oE31,h'P \TION ARL 8'1.:U I fliu:, tvIlo vilN MDOt %R iy ahom To ^uli' !I hid 10 A 61 ANCl 1't!r Ole L�bm -sCawd r. roid(,L it ,aid kid is I or w I' +,ljd hid is i[ Wo.,irifi-d aild c-,iiievvc! ill'o 11% ?:DPFTN ;1! "i-w ;ind lir)IL'. ,j5QJr%!d. tbi_:!i 711k QW11 N' IN 'XI 'I MN lk pulrliQ., lwrNe rlb,` 4ol L1;1jj rl[%IlK.%. Liflk•c . mid dly ff October Lonerock, Inc. The Ohlo.Cas.uatty Iplsuraffle..Compny Dean E. grown, Attorney -In -Fact U Nc !n 11 `wlor.,. VijUlit: in jnd iQrl!L%% %Ij s ixw of V-,� of S1• .I (• __23A -15 THIS POWER OF ATTORNEY IS NOT VALID UNLESS IT IS PRINTED ON RED BACKGROUND. This Pinner of Artoracey Ihrits the sets of these named horoin, smithery have no authorltyto hind the Company except to His manner and to the oxtent harem slated. roMIC51e NO k "A '0 Amsricar, Fire and Casaady Cicavpany Liberty Muluai Insurance Company The Only Casualty Insurance Cd!npnny Viast Anx;riran in=_ufarre Company Kf OWN ALL PERSONS BY THESE PRESENTS: ThMAnnorkmn Fee $ CastE,sry C;oanpanpand The Qhio Casuexy lusurreace Company are tarf'MrcCians ding organized under the I've of the Slate of Year Hampshire, that Liberty idulual Insurance C.omcanr e s coipora6oa dolt organizes underthe INN of the Sialo a! Pv+assa:vusafLS, and'rniastAmarican I,',suraaos Company Is aaardorabon dulyorgrnized under the IonsoP7he bima of irdi rs IP'resmciseddoreiy, Caikd pusuanitoond bymilionly heroin set jarlh doestcarmyaama conditule W, aides _ e sff c %y rot era Ca raoiF�]- -. surge of cA sash tndivlduaally dBrorstbonmemthan rang nomad. its sane �ad{a noel Mlamegme -fpxt to mtYie uxecuto. east. ackeowhdge and deliver Per and en its b Oaii to surety Will Em its xi and dead any and 0 urcdortakilgs, bonds, moo nizanoes and Vhar surety obbionons, in pusuiance of new presents and shall be as bx7ding upon the Slemyrarses as if may have been duty sapnad by trio proddent iced alle dod toy Bee sozeeony of the Companies in their even prober persons IN WtTRCS$ VNEREQF. this Povx r CI Attorney, has been sa4vsCntacd by an w,tisaa¢ed officer as afford! of the Companies and the corporate seats of Be Comsxrrias hma been affixed Rhondad949_r-IA dayol Ma's �R1A STATE OF PENNSYLVAN1A SS, COUNTY OF MONTC,0WRY Amerian Fire and (AsidelkyCompany -5 The Ohm Casttahy Insurance Company an Libs,sy Wien[ insurance: Company West rroriran insurance Company c "ae y {teed! tai. Cae}•.'A,sS>akan! Sacrouerp m blisoro me sarsonallq ai!!a ed David M Can6 }. VAm &kr need h9ratsalt to h IM Assistant Satrv7Yw -y of Arexntan Caro any Casually Company- Labody tdstual Insta„'rEA tomparry. The Ohm Castuaay Insurcricro Cwrryrany, and MSI Amencan msaini ce Company ornf ltmt Po-a. as stab, Balnp aithatzsd sn to do execulotheforsg. instivmeeiAxr Ole ,>. urprisasjltereietCOnisinedbysiganngonbohaltofdeaot ):arat nsbyhimselfasadutysuihodyadoiedsr. INWITNESS9TMEREOF. I nays Mmunm subseneld? Myncese any fixed niy enamel sess at Alyorauth MBeImg. Pen!aytaahia, on did dayarayearfirol above �wnjten. Teresa Prisleaa . Notary Pualic The Powiar ofAlterney is made and executed purstativf Is and by flubonly of the iolkvarsg &y -lone er,dAUtlwrixalions ofAmer;vern Fire and CasualtyCCnpany, Thu Ohio Casualty insurance Company, l.lhoay Mutual insurance C inteiny, and VAM Amerinan insurance tamarany wlni6H msalulions Ewa new in full force mid effect mo erg as fanows ARIICLEIV OFFICERS -Sespon 12 PowsrofAkoawy. Any otliscaror other offeadal the for dralliurmaea in vxiN byihirChairmanordle Fresideut and subject to Swh Sxrifalion as the Chaserso or the Piasidrot awry anemones, shat appoint such attamsys- eFtoat as rest he mxessary to ant in bound of the Corporation to masse, execute. seat. acR%vadxidga And deliver assurayany aid an onsifaxhep, bonds. reaogi ;vas. and other surelyabagations. Such sttomaya •In- iaat,subject toBus iinitalions set Wife in their raletwo p sverasof ationley, shall have full plRw6r 10 bind the Corporation by their signature and exct;uiicn of any such Inskaumanfs alt to spacer barter that seat of the Corpoeaton. Wboal so execueed. such atslnaaaeMs shall be as banding M if s!gnod by the Freedoms and Olmsted to by doe Secratary. Any frowaror asevergy granted many retire senialive or st4airay- ur -fACt under the prmsaans of this arsode may be revoked at ahyfinar by the hoard, the Cjtauman, the PresideMaray the offoer or ofikers lom a ll such goner of os4xmly. ,ARTICLE AIII - Execution of Contracts - SEW" S. Surety hands and Undenskitxys.;Any o'fter of sae Corr;tany arohnnard forthll feu", in isming by the Chairman or the tuasident. and ssib ctRo such brrvlaaonsas tern ehotaewn or the it'asrda:'ak nosy prosanhs. tgl sapaiN sA3L'tk ahlarnay %- m- ta;l.as.array be behalfellho Companyia make. oxecuW seas_ dvvuXW4tEtlya and delverass auroty any and all widerhiMags, boobs, mocare aahces end other surety otergatons 5u&n dk m9y5 n -iecG swbpc to fife Ii ate tang 5eC faiRh in heir redpi?divm panniers of attorney, s'felt have full Kwerla bind tine Corrpmyby theirsynsuara and exe4Ymen, ofany such utsitu,rrrnls aixim ahach khirmid the "a] of the Congtany Wan so nxecubld Inch nnslywha as shall I* as having as d sig~ied by lhg presKlard sued stranded by Uie secretary . Catihlaate of 6losigmalton -Ties President of mo Comp iny, noting pu,suani to The flyteas, of rna Company, aamdnadzes David M. Carol Assistant Secretary to appoint such atmmoys -fn- faCt as may be necessary be Act on behad of ihu Cohrpasy to ingm, azecule. sea`, ti[kno ""o Am doliver as suety any and all undenakergs. bonds, recognlzances and enter lately obitgatkxns. Authorization -8y uespinaaus conewl. of the Camsmys Board of Directors, Ira Company aoasaflU that facsimile or rmichamcally mrYaduced sgnalum of any hasistaes secosM of the Company wheasvanappeadna upon a Certified copy of any loaves of Mowery assent by Ise Company or connciaoin wdi surety bands . shad be vasd end mid", upcm the Company writh the same force mid aflact As lhough manually ot!ixed. L Grogary'N Davonport. tore uisdefstyned, Assisisnt Secretary. of A cache Fie end Casaaity Company, The On* Casaalty 40surarim Corrgany, bl arty Wool insurance Coneeany, avid lesser Ame+ican Insuranee Company do hemby certify Ira] Ilia ongve peeler o! adomay ofavh:h the iardWrig is a jell, too aid caned copy at the Poumr of Attorney oxouited by said IN T ST�s, men full force aorl offal and hasno! been revoked Con' n j�.yy IMORY WHEREOF. k here hereunto set my head and affixod the seals at said tranpnnie5 this day ci -_ L 2g ' his - -_ %+,a {tarp iJV IiaY2,Y{iOrE. f5551Efank .CC±£ee'f 23A-16 ar:a,an CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT C$VIL CODE § 1169 �`. f. M. GYX.' 42fY5C (XittiYiist:.S.YtC.GCYi{`. iii^' .CM`.CY ^lz."x'SC!'.HrCii%C:.'i• 3F". S''. a. 4+(:t*.{: ti+" ' Fv['!S. t€: S; th'° A: F] �4 ,^..{'Ci':%'.4JS2i%FM`;�?.A^+f. �.f�°`.f'S3r�'.Fl%?,d."C.f A notary public or other officer completing this certificate verifies only the identity of the individual waha signed the document to which this Certificate is attached, and not the truthfulness, accuracy, or validity at that document. I State of Cali rra n j County of [� -- y On k _ '` before rile. ) Gate ,� ! "era Insert Name and Title of the Officer P personally appeared _ , (� /i'�-- � k� _ Name(s) of igrlWs) who proved to me an tire basis of satisfactory evidence to be th erson(a'p whose name s €r scrttaed to the vwlkhin instrument and acknowedgecl to ma that�iat!? executed th sa e En t erAfie r'Authof ized capacity ife and that by erlt r"signatureWon the Instrument the persory( , or the entity upon behalf of which the persc�(s acted, executed the Instrument. SANDRA VELARDE a tV, t Nrrtarp Public • CaNlonfla orange County a •Cemm ExpiraslJst24.r^.697~ Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS ally Rapid and official ' I r Signature ,` Signature of Notary Public OPTIONAL Though this section is optional, completing this infienn ation can chafer alteration of the document or fraudulent reattachment of this form to an unintended d=ement. Description of Attached Dv ient r, Title or Type of Document: VI L # 1 - Document Date; Number of Pages: Sig r( Other Than Named Above: _. Capacity(ios) Claim ad by Signer(5) Signer's Name. Corporate Officer — Title(s): Partner -- t.Enaited 1 Goheral individual Atkomoy in Fact Trustee Guardian or Conservator Other, Signer Is Representing: Signer's Name. _ -- Cooperate Officer — Title(s); Partner — Limited 1 General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: '=S.Yd '1%W'.ti+.xJS.?h •NF54t1'.SY"nN.''fM.✓✓ •3385= 4.?k'M:S�:�C:'v'T: .X':L:L ,`�SrTSF ';'4'SJ°« -C' 94I. ,'*" °1yT,.t."4.�`i`r%C"�'?4"r�°�F. YES°. ='S 4' .8w"�?Gi:`./.'�S°Pv '-.'S 02014 National Notary Associalion - wwwAal onalNotary.org , 1- 80g -US NOTARY (1- 800 -876 -6827) limn #5907 23A -17 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 �A notary public, or other officer completing this Gartificale verifies only the identity of the individual who vigned the ydocunrent to which this certificate is attached. and no[ the truthhOness, accuracy, of validity of that documem, `State otcal! r it, County of r16 On before me, h/. Date .11 serf Name 8�nT of the Officer D dare " e ]Vie personally appeared n�A 2-`7 �4vam)sof Signcr(s) who proved to me on the basis of satisfactory evidence to be the ersorgerwincise name rrsf e beffIbWexecuted the s� The in u4cribed to the within instrument and ackno Wdg d I) me tha�N, ewheivIforiulborized capacity that hi§%=Zlrsignatt,lr�0�11 the instrument the parsorW, Jj,,W, and th or the entity upon behalf of which the parsonpracted, executed the irrstrumont. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my In nd and official se Signature of Notary Public Piece Notary Seal Above OPTIONAL Though thi's seciion is optional, conipfeting this information can deter alteration of the document or Fraudulent reattachment of this form to an unintended document. Description of Attached Doiren , ,, i� Title or Type of Document ' } A_, Document Date: Number of Pages: -, ---------- sigAer Other Than Named Abovo; Calipacifty(los) Claimed by Signerls) Signer's Name: Corporate Officer — Tille(s): Partner — Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Flepresenting: - ------- ----- ---- ---- - ------ Signer's Namw_ Corporate Officer — Title(s): --------- Partner -- Limited General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer Is Representing: C'2014 National Nolary Association - %vww,N3tionalNoiaryoig - t-800-US NOTARY (1.800-13N-6827) Item 45907 23A -18 CITY OF SAA RO G, N Afi 1 • 11 w9 +l \l,iT MMULNM Section 4100 et. seq, of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: • Sweets„ highways including bridge prejecic "6% of the bid or $10,000, whichever is greater • Buildings, parks, or rather projects: Va% of the hid Section 9725.5 of the Public Contract Cade requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name Y�XAIlAer Nance 1'16 46) ZCtlr jerr ir,sl License WExp. z,'Yo"Zb Gi 'a License #lExp. , tP - if .� � t DIR Reg. #lExp. /�a�e &Z51 . i s DIR Reg. racr.4c.c, W3 i #lExp.� p Loca bon T el °- Location , e Phone 7 1 �"7'q6 Vt5 t.) Phone - a Type Of Work 1 r/ - 7 Type Of Work e Amount $ 6'-3. OCK) Amount Ica cv . r Name rsC, Name Zx', 7 -- L 1C raf °mat h License #/Exp f e to 4 License ##Exp . - oV3 DIR Reg. WExp. 1 s ,1a �J:o f' S"c) DIR Reg, I oir,cx�c, .3 9)r 4�" / aSc! J J #lExp. ra L r i ✓" License # - License Location r° /W 51 4) C c -/t- Location `'r/a� Phone c - /'Z. - ;7-Y c i Rhone 9 /¢ 'a ej - '2-k Type Of Work Type Of Work 79,A a=; / �4LC! ,t Amount :. Oee r Amount $ - Name pit/} - x t:, loot _ Name _ a t el a n _ (6r� License WE p. -; 7- .3 .. 1 License WExp. Z&�Z Ly -jAvZ { `y DIR Reg. WExp. J o ce)e> r , / DIR Reg• WExp. / .4c 1 J License # _ License #I Location �j C x r r✓ _ c. f Location '; g t I 5� v".;'0' —' S Phone f°ca ' .? i:.... 1 I < Phone 562 r— 7 6 -- t` 70 Type Of Work Type Of Work /!?if L, Amount$ 5,K) C.w4:. a Amount$ J 67 crc,s Sdgrtrat4Mre Atler 'F`o F' - f 23A -19 CITY OF SANTA ANA PROJECT NO. (ADDENDUM ONE - JULY 22, 2016) .1 'TOFSUB-CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount, * 5trects, highways including bridge projccts: '/2% of the bid or $ l0,t}00, whichever is greater * Buildings, parks, or other pvgjccts; !/2% of the bid Section 1125.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name _Z Z, J f f /;✓9 License # /Exp, ei v, 29 DIR Reg.. #IExp. j ocoeo -,s 3o l Location l F- Phone Sl - - i mm Type Of Work /?Z- " Amount $ J r; 2 GCO, Name License #/Exp. DIR Reg. ##/Exp. License ## Location Phone Type Of Work Amount $ Name _ License #JExp+. DIR Reg. # /Exp, Location Phone Type Of Work Amount $ :k' Signature of Bidder Name_ License #EExp. DIR Reg. # /Exp. Location Phone - Type Of Work Amount $ Name License f #fExp. _ DIR Reg. #IExp. License ## - Location Phone Type Of Work Amount '$ Narne License ## /Exp- DIR Reg # /Exp. License # Location Phone Type Of Work Amount $ P -9 of P -1 T 23A -20 CITY OF SANTA ANA • PROJECT 16-6467 Ley!f p y PROPOSAL The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three year's. 1. f...e'cy a (o ,r4 Krx€,- -)7 r-, OP- iP ,*rr � J< A q o otl P, 4111"Ll ")14 - YS 12 -2Z. Name and Telephone Number of person familiar with project. Contract Amount Type of Work 9 - it 1a -ta i% M Gate Completed Name and Address of owner. " - - -t'— i<:�C C / i ric "d x ' a arts - 732 "� .f.°':� Name and Telephone Number of person familiar with project. Contract Amount Type'of Work Date Completed Name and Address of owner. ' F Name and Telephone N /r 03j. Contract Amount )ear^ of person (familiar with project.. Type of Work 7 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. '.eta :�'. ; ��'C -, c%, ��.rrr✓ �'r`.r ✓�"� -� °'i� �:r, f"r.. �t°��:. ,� ° °��lf t,rch?JJ I?t fta2t ✓ �%z .ag { atel tray RAP, -Oy' 7,12 ev Ft fit City of Santa l+ra ! f rtrojt e;t 16-646'r Santa #l.c yi, y Tq�arr t7werMran r F2i`:UM -. Odobw 7, 2016 23A -21 CITY OF SANTA ANA PROJECT NO 16 -6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT— 121 BID PROPOSAL Ii 1 11 1 r RI`NICES The following are the names, addresses. kind telephone numbers for THREE public agencies for which the 111th :DEA has performed similar work within Ihv past tierce years. City of Costa Mesa 77 Fair Drive, Costa Mesa. CA 92626 Tom Banks T:714- 754 -5222 :949 -413 -0618 Lrjuzl Name,. Iroca1 i on, and Date ar C'.5nepletron Industrial Way Water Ctualityf Storm Drain improvement No. 14.8 in Costa Mesa, CA Completed May 2015 This project consisted of construction of approximately 1000 linear feet of cast -in -place reinforced concrete storm channel (Image # 1, 2). The project also included associated cast -in -place reinforced concrete structures such as catch basins, manholes, and inlet and outlet structures (Image # 3). A reinforced concrete diversion structure was constructed partially cast-In-place (see Image # 6.7,8, 9) leading to a precast CDS unit (similar to the Santa Ana Delhi Project) (sea Image # 4, 5). The purified water was then diverted to a 144" diameter pipe installed by Lonerock (see Image # 14). This project: is substantially similar in size to the Santa Ana Delhi Channel Modifications as it was worth over $3.200,000.O0 doltars and included over 809 CY of cast -in- place concrete. The size of the project required use of large scale equipment that would be used for the Santa Ana project (see Image #111 -13) This project is substantially similar in scope and type to the Delhi Channel as it included construction of reinforced concrete cast-in-place channel with walls that carries storm water by gravity. The major difference is that the entire channel was constructed for a long distance, unlike the Santa Ana Delhi Channel modifications which are for a smaller distance and only partially modify the Channel. This project included a partially cast -in -peace diversion structure (image # 6 -9) that serves the same purpose as for the Santa Ana Delhi Channel, and is thus substantially similar. The structure diverts flow from the storm channel to he purified In a CDS unit. For the reasons described above, this project helps satisfy the minimum requirements for the Santa Ana Delhi Diversion Project, The project satisfies 8 months of the 5 year requirement of history and experience, within the last 10 years, of reinforced concrete flood control channels and reinforced concrete structures. It satisfies one of the required two projects of reinforced concrete flood control channel work of similar scope, sire, and type of the Santa Ana Delhi Channel project within the past 15 years for the reasons described above. This project also satisfies the requirement of one project including a diversion structure, as described above. The majority of the project experience is cast-In-place concrete as the attached Images show. Allach 4 - 8x lit Photographs showing carol phrase of l't7t rwl` @' I(a 1 .II, ed a,k is Au ,I PIrIi(1 -,'" ,i• tWf, I >sni ) t.n% I l r o, L2 + d1,ir '.hurl Leah ur.iv}k.a 23A -22 CITY OF SANTA ANA PRca.aECT NO.16 -6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT— REBID PROPOSAL The fallowing are the names, addresses, and tclephong numbcrs tor'I7 REE public agencies for which the f3ll)ClER has pert'armed sintilar work within the past thrce,ycars, 2 Rev mil AddnasnrPublic Aiacnq Port of Los Angeles 425 South Palos Verdes Street, San Pedro, CA 90731 Nwnc intd'ter¢plu+na NuIlAwr or}x;rsasr fientitiu w4h prujcet Carlos C. Baldenegro T 310- 732 -3053 _._ ....__.._y. .�....._._ —__ irfB }jtiCG hdanu, tH7c4n'thfl, and tai {t4 #Bt'C`o171r7ra'VimY Beath 145 -147 in Wilmington, CA Completed May 2013 I )erailad De scriplioa of Project The project largely consisted of construction of about 2;040 linear feet of cast -in -place reinforced concrete storm channel (see Image # 15). Loners ck was also responsible for construction of other I reinforced concrete structures including a partially cast -in -place diversion structure that diverted flow to a pre -cast COS unit (substantially similar to the Santa Ana Delhi Diversion Project). Other challenging parts of the project included a reinforced concrete storm drain outfall structure (see Images # 17 -20) into the harbor. A large cast -in -place reinforced concrete manhole structure connecting the outfall was also constructed (image # 21). A reinforced concrete structure was constructed 12 Beet under ocean water (Images # 22.2.3). The project also included a design - build . custom pump station (images #16,24-25). This project is substantially similar in size to the Santa Ana Delhi Channel Diversion Project. Lonerock" work was worth over $5;000,000.00 and included over 1,500 CY of cast -in -place concrete„ larger than what is required for the Santa Ana Delhi Diversion Project. The project is similar in scope and type to the Santa Ana Delhi Diversion Project as it required construohon of gravity driven call -in -place reinforced concrete ttood storm channel with walls. The entire channel was constructed', unlike for the Santa Ana project where It is partially modified. The project also included several cast-in-place concret structures, a diversion to a CGS unit, and construction of pump station just like the Santa Ana Delhi project. The information above shows that this project Partially satisfies the minimum qualifications for the Santa Ana Delhi Diversion Project. The project satisfies 4 years and 2 months of the I required 5 year history and experience in reinforced concrete flood control channels and reinforced concrete structures in the past 10 years. it also satisfies one of the two projects required in the past 15 years of similar size, scope, and type of the Santa Agra Delhi Channel project, The majority of the project experience is cast -in -place concrete as the attached images show. Attach 4 - 3s10 Phctograplis showing each phasc of construction. C it» of Swi ra Ana i t'Pn �t IG 6467 Sifila Ana (`a�i�� hnrlHal �# r?r,,ion r folf" i i AAdern+ r i r. uz}r t'931 - t7nioisr*¢ t dtitfR 23A -23 CITY OF SANTA ANA PROJCC T NC). 16 -6467 SANTA ANA DELIIl C'HANNE1, I11VFRSl0N PROJECT— RE31113 P' OPOSAL 11GI 11IM N"s rho following are tiae names, addresses, and telephone numbers for `I'IMEE public agencies for ,,vhich the BIDDER has perforined similar Nvork within the past three years. or public :V'C rrcy Inure Ranch Water District 156110 Sand Canyon Avenue, Irvine, CA 92618 it rwr011 Kevin Brandt T: 949- 923 - 6211 Etlo t Nme, Carcus 01% avail PAW ur C'omph^¢resvt Natural Treatment System In -Line Basins in Irvine, CA Completed December 2007 This project consisted of constructing cast -in -place reinforced concrete weir structures in Peters Canyon Wash Channel, San Diego Creek, and the Santa anal Santa Fe Channel (see Images # 26 -36). The purpose of the weirs was to slur and divert the flow to other sections of tine channel, The weirs consisted of a cast -in -place reinforced concrete foundation that ran up the channel slopes (Image #26, 27, 29, 30, 31), removable, sliding weir logs were installed into the reinforced concrete to adjust flow rate or divert flow when needed (Images # 28), Reinforced concrete modifications (Images #32 -35) were also made to the existing reinforced concrete channel structure to accomodate removable aluminum weir logs and divert flow. This project is substantially similar to the Santa Ana Delhi Channel Diversion Project. The work was in channels that are larger in size than the Santa Ana Deihl Channel and experience much greater flow (Image #k 27, 31, 36). Over 1,550 CY of cast -in -place reinforced concrete were required, which is more than the requiement for the Santa Ana Delhi Project. The scope and type of the project was similar to what is required for the Santa Ana Delhi Channel. Cast -in -Place reinforced concrete structures with metal pieces were required to modify portions of the channels (similar to the Santa Ana Delhi Channel) to divert flow that was even greater than what will be expected for the Santa Ana Delhi Channel (Images # 27, 29, 31, 35, 36), For the reasons mentioned above, this project partially satisfies the minimum experience requirements for the Santa Ana Delhi Diversion Project, It satisfies 7 months of the required 5 years experience within the last ten years In reinforced concrete flood control channels and structures. It also satisfies one of the required two projects in the last 15 years in reinforced concrete flood control The project satisfies the requirement of one project with a flow diversion structure (in this case many). Included as supplementary images are #37, 38 which show a project in Huntington Beach finished in February 2007 which included a RC storm water channel for which a large RC structure was constructed with tall wails like what is required in the Delhi Channel. Contact Doug Erdman at 714 - 374 -1735 for more info, on the Michael Drive Storm Drain Bypass Prjt. s showing caach phase of construction. ' 9C'oI'1' -J6 iry c,a ,„ ri e'm) r' :De =.CI !, ni," `,r +u Gi t"�n<z t1F^ t r �a PYruh� I �. � ;b::u7 fl,q,xo ' dl,!'pmkl n I nil ° Irrt ld . iris 23A -24 CITY OF SANTA ANA PROJEsC'r NO, 16-6407 SANTA ANA DELHI CHANNEL DIVERSION PROJECT— RE HID PROPOSAL Provide the names, udde?esses, and Ml phonc numbers, below, of all brokers and suret%cs Irom whom the BIDDER intends to procure insurance and bonds. „E1t` c'. p��z. ?3nrrt ibsg r.rPn,1 #c e'CaA, ,„� j d�.... /00'9 c e -ct c U t"i4�'j 61st Sim W'Ai rrtee- v,9'k,t t..i t-o-AfP6 "'JJr4'7 "JA'1 14- '7—r 4 vF ;er- .S �4 - c .:3 ear ?�. l 1r7 ttttat `iaola Arm of CS $Y t,sSr oE? Pfueot tr.dde,,ndtirli Ej M - Oc*it A", 10 �t4intaP,ns I��ni c3 �` 1 23A -25 CITY OF SArATA ANA PROJECT NO. 16-6467 SAUTI, ANA PROPOSAL (ADDENDUM ONE —.JULY 22, 2016) ADDITIONAL IU:f:FRFN(T=S The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed street improvement work in the past 5 years. Name 'a'-=Ajd—r�Z —46wner 9 4 —`, L° 2 1 Nance and Telephone' umber of person familiar ith project. 1� Itl 11 �aLf'l W I!, '� (�— CZ ids 'y . , Contract Amount Type of Work Date Completed 2. Phrf )fs'w --Marne and Address of owner, ' R.efi' C P- 4 11"o9lJJ 1'r- — '5&2' �e�r' #172,1r, 2S2 Name and Telephone Number of person familiar with project. V'I le'44qv � 12-W Contract Arnount Type of Work '�p (C'J'PA Afew/l' 177 Name and Address of owner. Name and Telephone Number of person familiar with projc 2— Date Completed 51� �ez-rr /);"fr Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. V> A CAy A Ani f Pmted lh';,I(W ' arlro Af,pQfgf ,01' llwor,,ww 130 23A-26 r°..n y, 0 T -44,c :ti r # Lri ALL r aep C -t__ iVjPjz0'V U -' .Xf - 9- C- -t0us`. WATER DISTRICT PAST WORK REFER1 NCES Rialto Water Services Remove & Replace 9 koeati nas 437 N Riverside Ave Cnaxlract Amount: 536,69535 Rialto, CA 92376 Completed. 1114/16-41,30/16 Contact: Staplaance Staftord, (909) 820 -0400 x ,53301 Moulton Niguel Water District 27500 La t'az Rd l.al una Niguel, CA 92677 Cooiaact: Jim Sampson, (949) 795 -0880 2A Yard Parkiaag Improvements Contract. Amount; $70,0500 Completed; 10/ 1/ 15 - 313 111 6 Rialto Watao - SeMc cs Rcarnovo &*, Replace 12 I.,ocations 437 N Riverside Ave Contract Amount: $29,032.14 Rialto „ CA 92376 Coaatplelcda 9/1/15 - 9/30/1 5 Contact: Steplaance Stafford, (909) 820 -t14O0 x 533111. Rialto Water services 437 N Riverside Ave Rialto, CA 92.376 Contact: Steplaanee StatTord, (4909) 820 -0400 x 53301 Yucaipa Valley Water District 354477 Onk Glen Rd Yucaipa, CA 92399 Contact: Linda ICilday, (909) 797 -5118 Paco 'W'ater 13isirict 4843 Church Streci Pico Rivera„ CA 906160 Contact: Mark C,r�Ajcala, (562) 692-3756 Santa Margarita Water District 261 1 l Antma o l'arkyvnp. Rancho Santa Margarita, CA 92688 Contact; Diaz Badri% (9'49) X159 -6576 Moulton Niguel Water 17astricl. 27500 I.a Paz Rd i.agona Niguel, CA 92677 Contact: Jinx Sampson, (949) 795 -6880 1 10 Locations Citywide Contract Amos nl, $1.08 „790.00 Complete& 211115 - 6/30115 Crow Street Road Replacement Contract Amount: $=115,779 Completed'; 8/27113 - 10/31113 Manning Inter- tic Project Contract Ammon: $155.555.(10 Coaatpleted: $/I/I I m 12130111 Portola Dam Upstream Slope Contract Amoum: $181,000.00 Completed: 1211110- 1131 /1 1 Cabot & Crown araky Parkvvay. Ccantract Amount; $64,500,00 Completed: 511 /09 - 5131/09 23A -27 CITY O. SANTA ANA: PROJECT PROPOSAL SA (ADDENDUM IF 20 16) (Title 23 United States Code Section 112 and Public Contract Cade Section 7106) In accordance with Title 23 United 'States Code Section 112 and Public Contract Grade 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 plat 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 BIDDEN or any BIDDER, or to fix any overhead, profit„ or coast 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- coltusion Affidavit is part of the Proposal'. Signing this Proposal on the signature portion thereof shall also constitute signature of this Pion- collusion Affidavit, BIDDERS are cautioned that making a false certification may slabject;thp certifier to criminal prosecution. Signed1 saki, i. State of California County of Subscribed and sworn to (or affirmed) before me on this __ day of s,n, 20, by �, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal 1 1,1 Hn G J(..Yy'yd fapl �r01, ^t, , Hr.[il (:h t r: Pt,t«?�' 7 'il ifi. 23A -28 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1199 v. r: �^ e�. rcc` ase�nrk. r. c�rra: �, c�, cryc; �crya :,s�;r:rr�e�:resr�r�r�siccrr �rl��r. A notary public or othor officer ccrnplating this certificate verifies only the Identity of the individual who signed the document to which this certaficate is attached, and not the truthfulness, accuracy or validity of that document. - -- State of C%Ru; County of Cn Date personally appeared before rite, of Signer(s) rJ 4r t,, I)U (i of the Officer who proved to me on the basis of satisfactory evidence to be the person' whose nama Fs iascribad to the within instrument and acl <nor ged to nee final he b executed the sane in h�Fitkasit authc rued capac +tom and that f y if rJE9a+t signature ran the Instrument the persc a}�sj or the entity upon behalf of which the person acted, executed the instrument. S+ar}p�{A fkLAl7h� GDmmissia�p,#2p4G56A - a Notary public CBNrdrnr8 � Gom.Expreocfrn N 7r a_loap Place Notary Seat Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h d and official se � j;P a e r a � r `" Signatur€t_ G` Signature of ofary 1�ulatic OPTIONAL Though axis section is optional, eompPleting this information can dater alteration of the docir ment or fratiduleol reattach meor! of this farm to an unintended document. Description of Attached Do anent ment c xr i (SPtiUr'31' @�ln tJt1 Title or Type of Docu _ _d} ._. _ _ Document Date - -- -- Number of Rages: Sig or ) Other Than Named Above; Cop;aciMies) Claimed by Slgner(s) Signer's Naha: ,- - - - - -- Corporate Officer — Title(s). Partner — Um ted General i Individual Attorney in. Fact Trustee Guardian or Conservator Other: Signer Is Representineg -- Corporate Officer — Title(s): Partner — Limited ! General Individual Attorney in Fact Trustee Guardian or Conservator Other: Signer is Ropresenting :% 4" �s5€w c` �. �C.' �:; t.* s"#.^ R. v" 4FCi�:::'' �; �:' �+: �' V"{;£ 4re..; uzc^ S: w'°c?tcr= ;>c2t.�,wcxc�-�'G�afi+r ✓ �x�':£..;ef.��w[.xaraw'xx.'4:c: 02014 National Notary Association wwvi National Notary.org • t- 800 -US NOTARY (1-800-876-6827) Item 45407 23A -29 CITY OF SANTA ANA PROJECT NO, 16-6467 PROPOSAL (ADDENDUM ONE — JULY 22, 2016) NON-DISCRIMINA1 ION CIEW1 IIFICATI: The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because ofrace, color, religion, sex, or national origin. The Contnictor shall take affirmative action to ensure that applicants are employed, and That employees are treated during employment without, regard to their race, color, rcligion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; retaritmern or recruitment advertising, layoff or termination, rates of pay or other forrns of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employfilenL notice,-, to be provided setting forth the provisions of this nondiscrimination clause. 2. The Conti-actor shall, in all solickations or advertisements for employees placed by or oil behalf or the colllraelor, state that all qualified applicants will receive consideration for CloplOYMCIA WithOL11 regard to raco, color, religion, sex, or national origin, 3. The Contractor shall send to each labor union or representative orworkers with which he/she has to collective bargaining agrecarent or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's conimitincials under this section, and shall post copies of the notice in conspicuous places available to eniployces and applicants for employment. 4, The Contractor shall comply with all provisions of F.xccrativa Di der 11240 of September 211, 1965, and of the rules, regulations, and relevant orders of the Secrolary of Labor. 5. The Contractor shall furnish all inl'orniat ion and reports PeClUired by F"Accutive 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 rilles, regulations, aird orders, 6. In the event of' tire Contractor's it oil -C riarlpfiance with the no"discrimilladon clauses of (Ili's contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or SLISpendCd in Whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted constmellon contracts ill accordance vvith piocodures authorized in Execution Order 11246 ol'Septeniticr 24. 1965„ and inch other sanctions may be imposed and reniedies; invoked as provided iin 1:?xccuaivc Order 11246 of September 24, 1965, or by rule, regulations, or order or the Secretary of' Labor, or as otherwise provided by lav%. AfIW3 I b1fIfs-l"f�1 23A-30 CITY O SANTA ANA PROJECT SANTA ANA DELHI CHANNEL Y A i PROPOSAL (ADDENDUM ONE — JULY 22, 2016) 16) The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) is every subcontract or purchase order unless exempted by rules, regulations, or oniers of the Secretary= rat" Labor issued pursuant to Section 204 of Executive Order 1.1246 cal Septcanaher24, 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 or such direction by the administering agency, the Contractor may request that the waited States enter into such litigation to protect the interests of the United States. 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stars. 1939, sand as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creel, color, national origin, ancestry, physical handicaps, mental condition, marital stratus, or sex of such persons, except as provided in Suctions 1420, and any contractor ntlpublic works violating this Section is subicet to all the penalties imposed for a violation f he -cFaapter. Sigttetl: Jjzr °~ f Title; M o T Firrn: m C7) WC, E.-C) 'kr-., I f Date: 9 C i L L-7Z C tr:y of Swita Ana i Pr(ti(l';P 16 -6461 Santa Arkp + noT p Wi 01-m mr;ti Ponjil.0 i PEt?d(: r -)00( 0r 'f r 20@ F 23A -31 CITY OF SANTA ANA PROJECT NO. 16-6467 SANTA ANA DELHI CHANNEL DIVERSION PROJEJ PROPOSAL (ADDENDUM ONE —JULY 22, 2016) STAJ FjMFNTfZF,GARI)ING A13111ZENTICESI III' Rj:UIjl! LAJENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: Apply to the joint apprenticeship conaniuce administering the apprenticeship standards of' ific craft or trade in the area of the site of the public work for a certificate approving (lie contractor under the apprenticeship standards for the cinployment and training of'appnenti"s in the area or industry affecied. 2. Employ the al-lin be r of apprent ices or the ratio 0f apprentices to,j ourneyni ell st i pulated in the apprenticeship standards. 3. Contribute to the fund or hinds in each craft or trade in which IIC/ShC CillplOySjOUracyrnen or apprentices . on the public work, in the saine amount or upon the same basis anit in the sarne manner as the other Contractors, except contractors noL signatory to the trust agreCinClu shall pay 1 Signed; Title: Firm: IL Date: Cry W Ana r howct 11 646/ $ant,i An �! Irli I t� !idols 11M6 23A-32 CITY OF SANTA ANA PROJECT y Y \f yy, ij ! R w • 0 a The undersigned is submitting this proposal for performing by contract the work rewired by these bid documents, agrees to comply with the !Copeland "Anti - Kickback' Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CPR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give a -any part f e compensation to which he/she is otherwise entitled. ,, Signed: { Firm: � itp ?Sand' Ano i PraienA t66467Santta/1oiZy� �ia!0i mullPPmje:fk WMP- Octb"bef 7 201 23A -33 CITY OF PROJECT � NO. 16-6467 ♦ M PROPOSAL (ADDENDUM ONE — JULY 22, 2016) ,I'UBI,I C0N''R I' LON I01Ir2 �3t11.5"I'ION? AIRS, In conformance with Public Contract Code Section 90162, the BIDDER shall complete, under penalty of perjury, the following questionnaire Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No If the answer is yes, explain the circumstances in the following space. i.ir� s5t Sranlrz F,n.1 f rsre+�,� a 1fiP,•4r" .:. =o];i For H�rjl7.��'i 0�4�y r7t �r� Iliv��n i ,i ! 'lac; ('t'¢4dl) � 7i.'.nh,r r .'1116 23A -34 MAYOR Migguet A. Pulido MAYOR PRO TEM Vacena., Sarnniento COUNCI M9EMBERS An defies Amema P, David Bensvkdes Mialele Martinez Ronan Rayna IT" OF SANTA ANA 29 Civic Ceraor Plaza + RO. Box 19€ 8 WIG Santa Ana- Califo¢na 92792 1734) A47 =5013.. WLwkWftW -ana,, M July 22 2016 TO: CON�1-RUCtION CON tttAcrf3pt7mRs SUBJECT: PROJECT NO, 16-6467 SAN rA ANA Dil't.tgt 0IANNH. DIVFRStorN PicCt IX ADDENDUM ONE The following change and clarification has been matte to the subject Contract Documents: CrrY MANAGER David Cavazos ci rY ATTORNEY Sonia H. Carvalho CLr,RK CAE THE COUNCIL Marta O. a aeaasr 1. A Mandatory Pre-Bid Meeting Ail[ be held Thursday, August 1 I, 2016, 211'EV3, at the project site. Sep: attached map for tile exact location. 2. Bid Opening is changed rrom August 9, 2016 to September 1, 2016: tptue and location stay the same. 3. Add the following to Section '1 -2 Terms & Definitions: parties - Cities of Santa Ana, Newport Beach, and Costa Mesa, County of Orange, and Irvine Ranch Water District. 4 Add the roltowing to Section 2 -5.11 General: 2- 5.:1.1,1 ELECTRONIC SUBMITTAL PROCEDURES A. Summary: I. Shop drawings, product data subralmis, and closeout documcniation shall lie transmitted to City in electronic (p'DF) f ernim using Submittal Exchange; which is a website service designed speelficrally for treausrnitting submittals between construction team nicmhca:s.. 2. "fire intent orelcctronic submittals is to expedite the construction process by reducing paperwork, improving information flow„ and decreasing turnaround fine, 3. The cicc rinaic subnalttal process is not intended for color samples, color charts„ or pbysi"11 material samples, those shall be submitted separately to the City. B. Procedurm 1. Submittal t'reparrtdmi • Contractor sisal'( convert all Submittals loan electronic (I'DF) submittal with the City provide submittal cover page. 2. Contractor shall complete in its entirely the City submittal cover page, review submittal for 3tccraracy and contrary compliance, mul apply clectrorah; stamp certifying that the submittal compliesrwilh the requirements of the Contract DOCamYtnlS including verilivatiott air tarty of `d- %i Ana a t'r led I F45467 t Antat Area 1 natal Chworx rt DwArwnu r'i'gW r.t r RV RIO . t7ctrr Ar 2ft 16 23A -35 MAYOR Ullool A POK10 MAYOR PRO TCM Wcrnge Sa>antranFo ctiarnrc €G�rn wnrz�rzs Angelina d?meacua P..Oinn S 6ennande s, Manhoea Madinez Roman Reyn;a Sal Tieagesn AUGUST 9, 2016 CITY OF SANTA AIWA 20 co c canlar Plaza . P aw IN8 M -22 Santa Ann, Cnfilnrrria 92702 r»wu:.^.TtngaiPM99 TO CONSTRUCTION CONTRACT BIDDERS CITY NIANf GER David rava?ois CITY ATTORNEY Sonia R c4waliro C.8 ERN. PP THE COUNCIL B.4arla TT_ MuPzrat SUBJECT, PROJECT NO. 1646467 SANTA ANA DELM CHANNEL DIVERSION PROJECT The fallowing change and clarification has been made to the subject Contract DocumenW 1. (aid Opening is changed to September 15, 2016: time and location stay the same. 2. The Mandatory Pre -Bid Meeting days is changed to Thursday, August 18, 2016, 2 PM, at the project site. Address for meeting location is 20321 Irvine Avenue, Newport Beach, CA 926W All other terms and conditions remain ft same. CITY OF SANTA A s T ctuin' I hanT" Ga (_'ity ErIgilleel Y.$,pnCl... NPDCS3Rvn)Ae3Dcil ri.- Ln...wp IP(I Ada,,.l SAN 1A ANA Cl1_Y COUNCA Ix,y:m,d 14mwn I @ rn., ian <nrn fiall"'Ul.'m: F�a^Ka n, =. o,0 1,tL+.'oPdrv. flcm,�n It", 1, v, - 0 ar {t 4 {erYkS'd yS la acm el��ar rd�E'r" 1 P,ntlat gf }"'frp} Eils,u -r ri#yanI' 1' il-p 'Illy -t, Ss fr ltc a -;fly ,.. 1 v.1.J Cw.LLf La.d� `�tiF 56awfd�x ^ +j 5w`V, R�,il gy..f_F �v.Lri. tin:ui�F� r.. "fk,!J kv.+ai lun!'r :{.?:d. �rb Ja i.'AL.2 :a, ii,A 23A -36 MAYOR I'Aluol A. hulldb MAYOR PIRO `Ct:hr Vicerfln Sirnacalo COUNGILMEMt1ERS Angelico. Anmrcua P David rlsnavide^, Mldhalo h§ariinea Roman Repna Sal Sanalaro t..,t N l OF SAN TI"% r,% 2t1 Chic Conter Plaza . P.O. Box 1996 M-arI Santa Ana. Calanmia 4270 (714) 647-50 11 3 September 7, 2016 `1`0; CONSI RUC `[ION Ct),NrRA( "t BIDT)ERS CrY MANAGER David Cavazos CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Maria r). HuL.at' Si BJE,C T: PROD ECT Nib, 16-6467 SAN't n ANA DELI It Cl IANr+dEL t7tvritsjoxi d'R(stl:c-i ADDENTAIM THREE The following change and clarification has been wade; to tire, subject Contract'Doc:uments: 1, Bid Opening is changed. from September 15, 2016 to September 27, 2616; time and location stay the same. 2, Revise Section tt — Field Office Facilities last sentence from: Items 10. 1 1, and 12 shall become property of the City of Santa Ana. to Items 12, lit„ and 14 shall become property ol'the City of Santa Ana. 3. Revise Appendix A [lid Item No. 17 - 14" PVC Force(] Main Installed beeper Than I -Foot But less Than 3 -Feet: the amt bid price shall be LE 4. Revise Appendix A Pid Item No. 27 Traffic Loops: the unit bid price shall be FA. 5. Add the lbllowing section: 3.,6 COST REDUCTION INCENTIVE rlcdrrdt the following secPion 3 -6: In accordance with the provisions of the C allfornitr Public Contract Code, Section 71411, "Extra Compensation, " the Contractor tray submit to the Engineer, in writing, proposals for modifying the plans, specifications, or other requirements of the contract for the sale purpose of reducing the total cost of Construction. The cost reduction proposal shall not impair, in any manncr, the essential €unctions or characteristics of the project, inclUding but not llrnited to: service life, economy or operations, case of maintenance, desired appearance, or design and safety standards. C'ostreduct "son proposals shall contain the following in1brmation. 1. A description of` bath the existing contract rccfuirements for performing the work and proposed Changes. 2. An itemization ol'the contract rctluirements that must be changed if the proposal is adopted. SANTA ANA CITY COUNCIL uro,«aA P}d #T 011a Trcxk 0.9jAf fiSljvw pPg4 a a t 04th leut Ana l.c1 4113 " r fT u #1 7 r F. 20NO +fttl 9 rc°xa30 �St.,.l tc }33S.f�{L(r -R.ALJ x: �SV��I '!!:4a3.`."Xh?,«t.Ri:'dti:4 1. .H.i,:1t.'iaCF`x3L'X xwi`iACI F�.i3U�Y.T.ti.: II tt ii: �riiit'iYSvTt..8m1`.. I:.Y:'z4:. "'�t tr 3fY �+;iil!1 {Pfl Lifi 'ut.L1.�.'!3Ci'+:.ilik..C::d MAYOR Mtguul A PLAido MAYOR PRO I EM Vicoff l2 Samiento COUNCRMEMBERS Angel a Amucua P. David H� awidus WhOw,ra Uuqlnu Roman Royma Sal I inoijefo CITY OF SANTA ANA 9 T'% 20 CkviC Ceoler MoZa 0 PO BOX 19138 M-36 Saiii a Ana, Cahtumvp 92702 1714) G47-5ola Scptcjnbu 9, 2016 To: CONSIRI VA ION C ON IRAci Bimm;its UTY MANAOFIR David Cavozm (,',IIY At RORNVY smia R CqrV rhz CLERK O : THL COUNCH klarm 4.) iftmou SUBJECT" 16-6467 SAN FA ANA M1,1110 ANNFL DIVIASION PRO, X"I ADDENDUM FOUR Please find attached the PrQ-Bid Meeting Altendance Roster. All odier terms and conditions remain the same. CI I'N' OF SANNTA City Ent lucr SAN IAMNACHYG(MIACH lfw�WW&im to Aoa Delhi C>�*,frwteo- liu'p - 10fmr lw!'f T 1� 2-3A- '�8 MAYOR. Miquol A. PW!do MAYOR PRO TFP,1 VAwnta sannnionto COUNCILMEMBERS AargePica Aanercua P} Davd Ben €rvidos h9 &eW Ma nimr Roman Royna Sat Tinraicro September 15, 2016 99 CITYO® A 1 Va"l 212 Civic Censer Plant w P.fa. Box IWEI M -315 Santa Ann, Cdnomia 92732 (714)W-5013 grnnv. san�;�rwro�s.grr� M CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO. 16-6467 SANTA ANA -DELHI CHANNEL DlveRsioN CI Y MANX3FR Pavia$ C avaaIs CITY ATTORNEY Sonia R, Carv,Jlh n CLERK OF rnf COUNCIL Ivtwia Pi. Fha zar 1. The following changes have been made to the Contraction Documents of the subject project: a. Add the attached APPENDIX H, GEOTECHNICAL INVESTIGATIONS REPORT. b. Attached are Pdf fifes of Addendum 3 plans issued before. 2. Response to submitted questions are as follows: . Please provide the details requested fbr the coarse bar screen shown on the attached PDF. Coarse bar screens: (2) 8' w de panels each consisting of (2) Intermediate panels of HSS3x6 columns with HSS4x4 and IIS M beams and (2) end panels of C12 Columns with HSS4x4 and HSS6x6 beams, all hot dipped galvanizing. • All tune sections are to '/4" thick • The ends of all horizontal HSS4x4 and t ®ISSGxG beams are to be fully welded both end to support columns and channels at the walls" Provide 114" weld all round, seal all joints and coat with galvanizing paint to match galvanizing on all components of structure • The HSS12x12 columns were revised to C1 2x25 channels at the walls -- clips on detail 4 are to extend 2W onto the flanges of the C12 if Plan Sheet DS05 calls out a CCJ. Please provide details for a C J. The Contro[ ed ;racking Joints (CCJ) of hydraulic slabs was addrossad Addendum 3. SAN TA ANA CI "rY COUNC 11, V,*,dA Nxliq cri Srpai as Al5,%',, *'T'aiojed 164646Vu k�cLti Ana 144' 'n�3etemnek {7iuFP"nn rr, Wn.'ay�rre t rt€-.�3 3,:.,��fi:ntv�:@ f, 2015 T uxva ' Ma", '.ns v i m! run's V'V4 t Waki t 'h'Aw J .uunf a 6Naq s ,YAM 50. w4&2MWG',M..QW e1Wr1:- 1gv41K'.1i3.. „W_q a .11 "aY':Ula`'w^9LLC,i v`4..!`.:g "* f 1-1 211G'3m'%..:;i14�+1:4�Li'uJ MAYOR Miguel kl. P00o MAYOR PRO YEW Vitan[e Samjdento COUNCRL.MEMURS Ngjelaur Aireumn 4'_ David RAerteMns AhaWO Mara rw Roman Rayna Sag Tivoajem September 16, 2016 MM ■ CITY OF SANTA ANA 20 C:rolc Cwtad plaza a pl.0. Sox 199 M -x Santa ,Ana, Caliton*i 92102 l714} 647 5013 wrAaw.sarta 3e17 orq TO: CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO. 16 -6467 SANTA ANA- DELFtI CHANNEL DIVERSION The following changes have been made to the plans of the subject project. - On ;plan sheet 2 of 60, GENERAL NOTE #26 shall react as follow: 0 Y MAMACiE is Dmi Cauazos Cl Y'AI TORNFY $orva tt. cawalho CLERK OF I'HC CC UNC,lt. Mich 0 Huixar if the Contractor encounters any hazardous materials during construction, the Contractor shall immediately notify the Engineer. Handling and disposing of such materials shall be done in accordance with all applicable laws and regulations. All other terms and conditions remain the same, CITY OF SANTA 1? wiin, vi Liam C City Frigineor SANTA ANA CIIY C0 UNCR � � "k�1iV 7f `7<itH.� �tXra � d�I`eh ti a•'�!s��P�9�+"�tva1 C;� An i rAr�kl t�'�9sRFar -ir�i ih�,�..8? i ,m 1�an.RatM1t ttb f�fE`9'� ^< N �rer 7 !ti tQ � •• 4� 23/x-401 MAYOR Miguel A. P'ugao MAYOR PRO TDA Vicomte Samaienia', COUNCtLMEMBERS AngePon Amazcua R. David Beaiavldes Michele Ma rdnez Roman Papa Sal Tinagerc MZXOME33t �.I.N IN M111 OF —SANTA ANA 20 Civic; Canter Plaza « P-0. Sax i9a8 M -36 Sara Ana, Calromia 92702 (714) 847 -WI3 vvnv aanaa- ana-M TO: CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO. 16 -6467 SANTA ANA -DEI EH] CKANNEL DIVERSION The following changes have been made to the plans of the subject project.. CITY MANAGFR David Cavazna CITY ATTORNEY Soma R, Carvalho CLERK OF THE C•t7'LBNCIL Mann D. Nuiz ar 2-c • Traffic Control plan shall be submitted for all lane closures.; no exceptions. • All major intersection work shall be constructed on weekends or at night, and at the Engineer's direction. ca All work can Bristol Street shall be constructed at night„ expect for the work in front of the two hotels, approximately 700' either side of fled. Hill Avenue, This work shall be constructed during the day between 8;3 barn and 3:30pm. o All lames shall be opened up to traffic at the end of each construction 'shift, all plates shall be recessed per the City of Costa Mesa. standards. All other terms and conditions remain the same. C'IT'Y` OF SANIr A City Engineer k1ANTA ANA f;l'IY COUNCIL a.s��w31F, e,t rs( saa�mwVrolect 101414 RiaftWaAnaE�r.b �,1 `amelC�I +er�t�das714S7{a �°t i R1`91 ^ �knbni 2 20fa9r.w- Nai'ai A +:x, a.en••vAld I ' l e a : a Y.'e;u3 rtv.+aa 'MIQ5 vv m6 ti!iaSo:'.'..!A �1.,� '".9Lfft'ft_tii+. ?w. 3 f flire�,y {531?;kUlt E' -3i1 Ij[ez-yY,f:dt MAYOR Mtguel A. f�trtido MAYOR PRO I EM Vicente .Sam lento ftfieli ahgwcun P David 6onarvides MiCtw,fc MarCinPB Rom in Royna SaI IlrwIaro October 7, 2016 CITY OF SANTA ANA 20 cwlf:('enter P9nza . P.0, Box 9SBII M -3f1 Santa .Ann, Catiiornia. 92742 (714) 647 -SOI3 TES: CONSTRUCTION CONTRACT BIDDERS SUBJECT: PROJECT NO, 16 -6467 SANTA ANA -DELHI CHANNEL DIvrnSioN WY MANAGIG R Dowd C`dVHZU4 CITY AT'rC RNhY Soma R. Canvallw CLERK Of- U IE C0UM_''tL Mona 1_ Hulzar t 1(c, /' �,11 -, The following changes have been made to the plans and specifications of the subject project. 1. The original Contract Documents and Addendums 1, 2, 3, 4, 5, 6, and 7 contain no changes. Addendum 8 contains all changes with respect to the 'REBID". 2. Replace the Notice Inviting Bids with the attached REBID Notice Inviting Bids. 1 Amend Addendum Seven Special Provisions 3.00 Traffic Control with the attached Costa Mesa Traffic Control Phasing plan. 4. Rename Special Provision Section 4.00 entitled "Special Provisions -- Storm Channel Diversion Structure" as follows: 4.00 Special Provisions — Storm Channel Diversion Structure and Flood Control Channel Modifications 5, Replace Special Provision Section 4.01 entitled "General" in its entirety with the following: 4.01 General The CONTRACTOR responsible for the construction of the Storm Channel Diversion Structure and the Flood Control Channel Modifications shall have a minimum of five years history and experience, within the last ten years, constructing (1) Reinforced concrete flood control channels; the experience shall be the same or substantially similar in size, scope, and type of the flood control channel modifications for this project as depicted in the project specifications, and (2) Reinforced concrete structures; the experience shall be the same or substantially similar In size, scope, and type of the diversion structure for this project as depicted in the project specifications. The CONTRACTOR shall have constructed and satisfactorily completed a minimum of two (2) projects of reinforced concrete flood control SANI A ANA CIT "Y COUN'•,'fL i Ita A,mw.! -' 4,, ie- k 1 f', <-.s Rt t fxpit I!,, 11,1 ut!r,V)li it's ol�t x,i +-ro,ttrr .c9ut� -•dh i �t t 7cY +.',f iz 1 x x nNk' Nt1fq+ Adpt' -"YU3 YC + +.r�.Ri- Va.. &r d:, hY •1 41',I _ A'm +fi ( 11 14 V, a.L,0I + i tY: 23A -42 MAYOR Miguel A- PuNdo MAYOR PRO TEIA vioante SaInlien60 COUNDI- MEMBERS AcN belica Aresux�r.1 is F David IXLnaptldes Wche ra dfae"3Al'.Imiz Roman Reym Sat Tlnajem err � CITY OF SANTA AIWA 20 Civic Center Ppaan a P .O. Box t988 M-16 Santa Ana, CaUGI -ma 92702 (714) 647,5013 +),v&d:UD - n rr2 TO: CONSTRUCTION CONTRACT BID MRS CA 7��- SUBJECT: PROJECT NO. 16 -6467 SANTA" NA -DELHI CHANNEL DIVERSION {CITY MANAGER David C.avaZ06 CITY ATTORNEY Swig R, Ca"athek CLERK OP THE COUNCIL Mang rt Huizar - The Original Contract Documents and Addendums 1, 2, 3, 4, 5, 6, and 7 contain no changes, - addendum 8 contains all changes with respect to the "REBID„' - Bidders shall use Bid proposal that is included in Addendum 1 and also attached herein. All other terms and conditions remain the same. ('S I') OF SAN `f A A T;tltttti ir;ttte CftB }rI (.`it,, I- :.11gi+ic.rr i S 11t�RrL f Ili{ %k .d.Li.f�k'tl4.i'=i1AA ';AN 1A ANA UT r C67W401 . PAt in f +G.tlL 4`Czyq Sfl�nAflv;x: Y'ggdla fl6R +rAt 1 6F`•a°ArrttiS(xkY (Ye.n9liMtAWC4n5 >.1M4US RtSPty N,xfu •laP =t �� V im : i.1Yp i 'NAM 1 'xCi��il 9 9�nlG} )4.m* S tE.. L.,4 a, -. v,*c 1A EII ,w „a L_.3.A: *✓._:, - *'aiL 111 1. 1 1,111 f _"r I a.S� >ia t1 9.. +:__{t_:IY.J« SS1P:_1:uii=t3u S 11t�RrL f Ili{ %k .d.Li.f�k'tl4.i'=i1AA 23A -44 Exhibit 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT This CONSTRUCTION CONTRACT is made and entered into this 15 day of November, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and Lonerock, Inc., hereinafter referred to as "CONTRACTOR ". WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Santa Ana Delhi Channel Diversion Project, hereinafter referred to as the "Work of Improvement" identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council, 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the sum total amount not to exceed $4,593,375.00 — Four Million Five Hundred Ninety -three Thousand Three Hundred Seventy -five Dollars and no cents , as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A," Page I of 3 23A -45 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6467 SANTA ANA DELHI CHANNEL. DIVERSION PROJECT The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeftame therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law, 6. CONTRACTOR shall, after award of this Contract, famish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of t e performance and payment bonds or the retention payment, furnish arrant mish a wy perform, rice and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a c�ndition of project acceptance. For projects up to $900,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 10% of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 23A -46 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT N0, 16 -6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY J n Frank Assistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: Page 3 of 3 23A -47 CITY OF SANTA ANA PROJECT NO.16.6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT Exh i%it A PROPOSAL ✓1.. 1 'e M—P&MONSALL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: y_ lr.b E off, �' REQUIREMENT: The undersigned bidder declares that they have carefully and thoroughly examined (1) the location of the proposed work site(s), and (2) the Contract Documents including all Addendums, Standard Plan and Specification, Appendices, Permits, and their requirements, etc.; and hereby proposes to furnish all labor, material, and equipment for the work required to complete the said Project in accordance with the plans and specifications for the unit price(s) or lump sum(s) set forth in the following schedule: For any work, regardless of the magnitude, not specifically identified as a lump sum or unit price item listed below, the costs associated with this work shall be Included in the items of work; listed below, and no additional compensation will be allowed therefore, Item Description Quantity Unit Unit Price Amount 1 Mobilization 1 LS $ $ 2 Clearing and Grubbing 1 LS $ tC ogp $ l'e'a,eaoea. 3 Dewatering 1 LS $ i,CeeJ $ t9,ow. 4 Site Demolition/ Unclassified Excavation* 800 CY $ 1 $Ga,00a, s _ Structural Excavation 7600 CY $ , $ q.°2,% _ 6 utructure Backfill _ 2000 CY $ .,, $ 17 off. 7 Unclassified 13ackfill 1000 CY $ tb,,- $ ice, 0W., 8 Shoring 1 LS $ i 5,i ttc. $ 000, 9 Channel Improvements/Diversion Structure 1 LS $(,yflrrx $q,�aac,, 10 Pump Station _ 1 _ $ '760t evo, 11 Chain Link Fence 900 LF $ B SOa, City of Santa Ana / Project 16 -6467 Santa AnVili ffP9 el Diversion Project I REBID - October 7, 2016 23A -48 CITY OF SANTA ANA PROJECT NO. 16.6467 SANTA ANA DELHI CHANNEL DIVERSION PROJECT Exhibit A PROPOSAL rr r AT rya , Item Description _ Quantity unit unit F Price Amount 12 Chain Link Qate 6 EA $ 13 Decomposed Granite Access Road 400 TN $ $ l,zoO.F 14 14" PVC Force Main In QCFCD ROW 1000 —LF --$ i 15 14" PVC Force Main In Costa Mesa ROW 3300 LF $ i B-,.� O,4W, Lo: 16 *14" PVC Siphon 10 EA $ �dc , 17 *14" PVC Forced Main Installed Creeper Than '1 -Foot But Less Than 3-Feet 1q LF $ 2a s � 18 *Pothole Utilities Not Shown In The Contract Documents 20 EA _ $ fogy ,; $ to 19 *PCC Concrete Sidewalk 4010 SF $ $ �t oco.r 20 SPCC Concrete Drive Approach 400 SF $ a $ 21 *PCC Concrete Curb Ramp 400 SF $ i 2 + , $ 12,. 22 *PCC Concrete C &G 500 LF 23 *Asphalt Concrete 1000 TN $ qr, $ , 24 *Asphalt Rubber Hot Mbc (ARHM) 500 TN $ $ roc 26 *Adjust Manhole Frame &. Cover to Finished Grade' 15 EA $ 0D. $ -71 . . 26 *Adjust Water Valve Box Frame and Cover to Finished Grade 15 EA $ { $ I2.1 27 *Traffic loops 25 EA $ 500,., $ (2, co, 26 Project Information Sjgnage LS $ 6, .r rte', szo, y 29 Finish Grading, Irrigation, and Landscaping 1 LS $ 2,3100. $ 9'��t s,' TOTAL BID $4, The lowest responsible bidder shall be selected based on the total base bid. City of Santa Ana / Project 16.6467 Santa An`t VDT F"r�ei Diversion Project ! REBID - October 7, 2016 23A -49 CITY OF SANTA ANA PROJECT NO. 16.6487 SANTA ANA DELHI CHANNEL DIVERSION PROJECT Exhibit A (ADDENDUM ONE - JULY 22, 2016) The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications, The City reserves the right to increase or decrease the quantity of th Is Item accordingly. TIME FOR CCOMPLETION OF IMPROVEMENTS AND LIOUIDATE,D DAMAGES o The undersigned bidder hereby proposes to complete the Work for the total base bid arnount shown above, within, three hundred (300) wo'rkin' da ; after the commencement date stated in the Notice to Proceed. o The liquidated damages amount, in lieu of the amount specified in Subsection 6.4 of the Standard Specifications, shall be $3,000 per calendar day, Name of Firm �3 t�i t� �7 C 1C, Signature of BIDDER fide P1 - QitnE44i (If an individual, so state. If a firm or co- partnership, state the firm name and give the names of all individual co- partners composing the firm.. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) City of Santa Ana / Protect 16 -6467 Santa AnVtl%Fparirl Diversion Project / 12SaID - October 7, 20'16 23A -50 COST ANALYSIS CONSTRUCTION OF SANTA ANA DELHI CHANNEL DIVERSION PROJECT PROJECT NO. 16 -6467 EXHIBIT 4 23A -51 23A -52 A- 2016 -180 EXHIBIT 5 December 06, 2016 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 City of Santa Ana Orange County Flood Control District County of Orange City of Newport Beach City of Costa Mesa Orange County Water District Irvine Ranch Water District 23A -53 AGREEMENT This Santa Ana -Delhi Channel Diversion Project Agreement ( "Agreement") is made as of this ___ day of 201_, ( "Effective Date ") by and among The City of Santa Ana, a California charter city ( "SANTA ANA "), The Orange County Flood Control District, a body corporate and politic ( "OCFCD "), The County of Orange, a political subdivision of the State of California ( "COUNTY "), The City of Newport Beach, a California municipal and charter city ( "NEWPORT BEACH "), The City of Costa Mesa, a California, municipal corporation ( "COSTA MESA "), The Orange County Water District, a subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, as amended ( "OCWD "), and The Irvine Ranch Water District, a. California water district organized. under Section 34000 et seq. of the California Water Code ( "IRWD "); which are sometimes individually referred to as "Party," or collectively referred to as "Parties." DEFINITIONS The following definitions shall hereinafter apply: Additional Annual O&M Costs - a Funding Party's proportionate share as specified in Exhibit C2 to cover annual O &M expenses upon exhaustion of the Initial O &M Deposit (as defined below). Additional Participant - a third party point source discharger in the Watershed Area or other Project beneficiary that has entered into an agreement signed by all Parties committing its contribution toward the O &M costs in order to receive regulatory compliance, offsets or credits offered by the Project. Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 2 of 69 23A -54 Airport Director — the Director of John Wayne Airport Approved Plans - those Project plans, specifications, and engineering estimates ( "PS &E" see definition below) which have been approved through the County Property Permit process. Approved Plans shall also include those PS &E revisions and /or contract change orders approved in writing by the Project Representatives (as defined in Section 1). Bond - the faithful performance bond, payment bond, or warranty bond required to be provided by the Contractor pursuant to this Agreement. (collectively "Bonds) CPP - the process to obtain a County Property Permit from the County of Orange. CEQA -- the California Environmental Quality Act (California Public Resources Code § 21000 et seq.). Channel - the Santa Ana -Delhi Diversion Channel designated OCFCD Facility No FO 1. Cities - refers to SANTA ANA, NEWPORT BEACH, and COSTA MESA collectively Claims - liabilities, actions, suits, claims, demands, losses, costs, tortious, contractual, condemnation, inverse condemnation, judgments, arbitration awards, settlements, damages, demands, orders, penalties, acid expenses including legal costs and attorney fees; including those arising from injuries to or death of persons, for damage to property, or liability of any kind or nature. Conceptual Report -- that Diversion Structure Water Capture and Reuse Structure Concept Feasibility Study dated July 8, 2013 which reviewed the technical and economic feasibility of reducing pollutants inflows and trash to the Channel. Contractor - that contractor and its subcontractors that have entered into a construction contract with SANTA ANA for the Project. Days — unless otherwise specified to the contrary, "days" in this Agreement shall mean business days as defined by the City of Santa Ana. Director — the Director of OC Public Works or designee. Diversion Structure — an urban discharge diversion system as may be constructed near the intersection of Mesa Drive and Irvine Avenue as shown on the attached Exhibit B (hereinafter referred to as the "Preliminary Plans "), which shall include features that Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 3 of 69 23A -55 extend across a segment of Channel designed to divert trash and debris into a. containment area, while conveying low -flows where pollutants will be captured, and further discharged into an Orange County Sanitation District trunk line for conveyance to its sanitary sewer treatment plain and thereafter to the OCWD Groundwater Replenishment System, The Diversion Structure will modify the existing Cha vial with a concrete weir crossing the charnel bottom and alter approximately 100 feet of the Channel's north wall to accommodate fixture of a debris boom, inlet and bypass outlet structures. Estimated Cost - the itemized estimate of Project Capital Costs and O &M expenses listed on Exhibit C3 from an Opinion of Probable Construction Cost referenced as "Engineer's Estimate 15 -058" by AECOM dated July 24, 2015 based upon 60% Design Plans. Facility (sometimes also referred to as the "Facilities" or "Project Facilities ") — final Project (as defined below) improvements constructed in accordance with the Approved Plans, which shall include the Diversion Structure, related pumps, pipelines and features necessary for operations. Flood Control Act - Orange County Flood Control Act set forth in California uncodified Water Code, Act 5682, section 2, also referred to as Water Code App. Sections 36 -1 et seq, also referred to as Chapter 723 of the State of California Statutes of 1927, as amended. Force Majeure Event - those events specified in Section 2.5.4 that materially and adversely interfere with or increase the costs of performing SANTA ANA's obligations hereunder, provided that such event (or the effects of such event) could not have been avoided by SANTA ANA's use of reasonable effort. Funding Partner — SANTA ANA, NEWPORT BEACH, COSTA MESA, OCFCD, COUNTY or IRWD as shown on Exhibit C2 (collectively the "Funding Partner's "). Golf Lessee — Public golf course operator, Newport Beach Golf Course, LLC, its successors or assigns, which leases a portion of County land, under the purview of John Wayne Airport that may be impacted by the Project. Grant - that Measure M2 Environmental Cleanup Program Grant from the Orange County Transportation Authority awarded to SANTA ANA in the amount of TWO MILLION, FIVE- HUNDRED SEVENTY -TWO THOUSAND, EIGHT HUNDRED, and SEVENTY -FIVE DOLLARS ($2,572,875) for Project Capital Costs. Santa Ana -Dolhi Channel Diversion Project Agreetnent D15 -013 Page 4 of 69 23A -56 HM -1 - hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law existing prior to the Project and not disturbed by the Project. HM -2 � hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the Project or as a result of the Project. HM Management Activities - management activities related to either HM -1 or HM -2 including, without limitation, any necessary manifest requirements, clean -up and disposal facility designations. Initial O &M Deposit - a transfer of ONE MILLION DOLLARS ($1,000,000) from SANTA ANA to the O &M Account maintained by OCFCD in accordance with the terns herein John Wayne Airport ( "JWA" or "Airport ") — an airport established by ordinance of the County of Orange Board of Supervisors pursuant to the laws of the State of California and the federal government, which is operated on an enterprise basis at no cost to the taxpayer. Although JWA is a department of the County of Orange, the Parties agree JWA is not a Funding Partner to this Agreement, and as such is not required to financially contribute to the Project, associated O &M or Reserve Fund, but retains rights under this Agreement as a Project Representative and as otherwise provided herein. NPDES — National Pollutant Discharge Elimination System stormwater permit program authorized by Section 402 of the Clean Water Act, 33 U.S.C. § 1251 et seq. of 1972, as amended, also referred to as a Municipal Separate Storm Sewer System ( "MS4 ") Permit. OCSD - the Orange County Sanitation District. OC`WD Project Contribution - a one -time, lump -surn payment from Orange County Water District (OCWD) of ONE MILLION DOLLARS and 00/100 ($1,000,000.00) toward the Project construction costs. O &M — operation and maintenance. O &M Contractor — a contractor under contract with OCFCD or COSTA MESA to perform operation and maintenance on the Facility or portion thereof Santa Ana -Delhi Channel Diversion Project Agreement Dl S -013 23A -57 Page 5 of 69 O &M Fund - monies deposited into the O &M Account in amorous paid in accordance with the terms herein, to be used by OCFCD or COSTA MESA, for Facility operation, maintenance, and repair or replacement required due to a catastrophic event. O &M Recount - a separate account for the Initial O &M Deposit and OCFCD O &M Fund established by OCFCD and maintained consistent with all applicable OCFCD /COUNTY or other governmental laws, toles and regulations pertaining thereto, to receive from SANTA ANA a transfer of $1,000,000 from the Project Fund (e.g. the Initial O &M Deposit), Additional Annual O &M Costs and other monies consistent with the putposes of the O &M Fund. O &M Manual - the Operation and Maintenance Manual for the Facility and components thereof. Oversight Inspector - a qualified OC Public Works inspector or representative assigned through the CPP process by OCFCD /County to verify that construction of the Diversion Structure and other Facilities on OCFCD and COUNTY right -of -way are accomplished in a good, workman -like mariner and in accordance with the Approved Plans per OCFCD and COUNTY standard. NEPA - National Environmental Policy Act, 42 U.S.0 § 4231 et seq. Project — the Santa Ana -Delhi Charnel Diversion Project is a regional water quality project intended to protect Upper Newport Bay from pollutant loadings generated by discharge flows, debris, and trash from the Channel and its watershed, and includes all right-of-way necessary for its implementation. The Project will remove dry - weather channel flows from the Channel watershed with the Diversion Structure, as further defined in Recital B. The Project shall include work within the limits indicated on Exhibit A performed concerning design, construction, and O &M of the Project and Facilities. Project Capital Costs — those Project costs referenced in Exhibit C3 including, but not limited to, design engineering, permits, right -o£ -way, easements, project administration, consultant costs, environmental reports, costs associated with CEQA, NEPA, Resource Agency or Regulatory compliance, surveying, investigation, testing, monitoring, construction, equipment, materials, contracts, warranties, attorney fees, Newport Beach Golf Course lost revenue, costs for defense of CEQA/NEPA lawsuit and costs for hazardous material management activities related to HM -2 as defined in Section 8 (Hazardous Material). O &M costs are not a part of the Project Capital Costs. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 6 of 69 23A -58 Project Costs — those actual costs as estimated and referenced in Exhibit Cl and Exhibit C3 covering all costs associated with the Project, Project Fund - a separate account established by SANTA ANA and maintained consistent with all applicable SANTA ANA or other governmental laws, rules and regulations pertaining thereto, wherein SANTA ANA shall deposit amounts paid by the Parties for Project Costs. PS &E - Project plans, specifications, and engineering estimates agreeable to the Project Representatives (as defined in Section 1) which have been approved through the County Property Permit process. Regional Board — the Santa Ana Regional Water Quality Control Board. Regulations — those federal and state regulations or requirements applicable to point source discharges, as more particularly described in Recital A, which are prescribed by the Santa Ana Regional Water Quality Control Board, California State Water Resources Control Board, and/or United States Environmental Protection Agency that have jurisdiction within the Santa Ana -Delhi drainage system depicted on Exhibit A. Reserve Fund - After exhaustion of the hiitial O &M Deposit, monies deposited into the O &M Funds which are designated for reserve fund purposes as specified in Section 3.7.9. to be used by OCFCD and/or COSTA MESA to repair or replace the Facilities, Project - related Channel improvements and /or appurtenances, or portions thereof damaged due to a catastrophic event Resource Agency(ies) — each one of the following entities or collectively, all of them: U.S. Army Corps of Engineers, U.S, Fish and Wildlife Service, Federal Emergency Management Agency, California Department of Fish and Wildlife, Santa Ana Regional Water Quality Control Board, and Coastal Commission. Sponsor - OCFCD, the COUNTY, COSTA MESA, NEWPORT BEACH, or SANTA ANA (collectively the "Sponsors ") and which shall include IRWD in accordance with Exhibit C2b. Sponsorship Share - a Sponsor's share of participation in funding, credits and offsets pursuant this Agreement and /or the Project, based upon the percentages denoted on Exhibit C2a and C2b, State Board — the California State Water Resources Control Board. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 23A -59 Page 7 of 69 TCE - temporary constriction easement. Term - unless otherwise terminated or extended, this Agreement shall be effective for an initial tern of twenty -five years commencing on the Effective Date, and shall automatically renew for ten year terms thereafter. TMDL - Total Maximum Daily Loads. Watershed Drainage Area - the impacted watershed area within Project limits shown on Exhibit A. RECITALS A. The Parties are subject to regulations or requirements applicable to point source discharges for bacteria, metals, nutrients, trash, selenium and other constituents; including but not limited to, TMDL, applicable provisions of dewatering permits and time schedule orders the Municipal Separate Storm Sewer System (" MS4 Permit, and/or other discharge permits, waste discharge requirements, or discharge - related orders. In a collaborative effort SANTA ANA, NEWPORT BEACH, and COSTA MESA (collectively, "Cities ") pursued satisfying current and future NPDES requirements and proposed trash amendment to MS4 Permit requirements (see Recital Q) through the development of a watershed regional diversion project. The Project requires OCFCD and COUNTY cooperation in order for the Diversion Structure component to be constructed, operated and maintained in and about the Channel; a portion of the land is under the purview of JWA. B. The Parties, other than OCWD and 1RWD, caused the Diversion Structure Water Capture and Reuse Structure Concept Feasibility Study dated July 8, 2013 to be conducted in order to review the technical and economic feasibility of reducing pollutants inflows and trash to the Channel ( "Conceptual Report "). Based upon the Conceptual Report findings, possible locations for the Diversion Structure system and the Project limits shown on Exhibits A -1 an d AA2 within the impacted watershed area (i.e., the Watershed Drainage Area) were proposed and alternative Facility components were discussed. C. The proposed Project is to be designed for the benefit of the Parties, who occupy or operate within a region of approximately 11,120 acres, by diverting dry- weather flows and trash from the Santa Ana -Delhi drainage system shown in Exhibit A. D. It is contemplated that the Diversion Structure will be constructed upon land owned by COUNTY, under the purview of JWA. Part of this County -land is leased to the "Golf Lessee," and other parts are utilized for OCFCD's Channel and flood control purposes in accordance with the Flood Control Act. E. OCFCD, COUNTY and JWA are amenable to accommodating the Diversion Structure and appurtenant components upon their right -of -way in accordance with the terms berein, provided that the Project: (1) will not violate the COUNTY's vesting deed restrictions or Santa Ana -Delhi Channel Diversion Project Agreement DIS -013 Page 8 of 69 23A -60 create a nuisance, (2) will not interfere with flood control or Airport operations or operational requirements, (3) will minimize its effect on Golf Lossee, and (4) mitigates and compensates TWA and /or Golf Lessee for any negative impact due to the Project. F. The Project's proposed plan as shown on Exhibit B (Preliminary Plan) is to install, operate, and maintain pipelines within public street fight-of-way The Cities are amenable to accommodating pipelines and other necessary Project Facilities within their respective public street right- of-way in fuulherace of the Project. G. SANTA ANA will be the lead agency for the Project under CEQA, and if applicable NEPA, as well as being responsible for the PS &E, acquisition of property rights, relocations, necessary permits and easements, and construction administration necessary for the Project. H. The Parties anticipate the Project costs to be about $9,367,875 (" Estimated Cost") based upon the itemized estimated expenses listed on Exhibit C3, I. The Estimated Cost amount includes an estimate of long -term O &M expenses projected over twenty years in the amount of ONE MILLION DOLLARS ($1,000,000). J. SANTA ANA has been awarded a Measure M2 Environmental Cleanup Program Grant from the Orange County Transportation Authority in the amount of TWO MILLION, FIVE - HUNDRED SEVENTY -TWO THOUSAND, EIGHT HUNDRED, and SEVENTY -FIVE DOLLARS ($2,572,875) ( "Grant "), which shall be used for the capital construction costs associated with the Project. K. The Project proposes to divert trash and debris into a containment area while conveying dry - weather flows into an Orange County Sanitation District trunk main which serves an OCSD sanitary sewer treatment plant and thereafter to the OCWD Groundwater Replenishment System. In furtherance of the Project, OCWD has offered to pay a one -time sum of ONE MILLION DOLLARS ($1,000,000) toward the construction costs pursuant to the terms and conditions provided herein. SANTA ANA will accept and expend said funds from OCWD for the construction of the PROJECT. L. SANTA ANA is committing its resources and is agreeable to contribute toward the Project design, construction, and O &M. SANTA ANA agrees to make one limp sum payment for their proportionate share in the costs for the design, construction long -term O &M costs in an aggregate amount not to exceed of ONE MILLION, NINE - HUNDRED THOUSAND DOLLARS ($1,900,000), as denoted in Exhibit Cl, M. OCFCD and COUNTY are agreeable to contribute toward Project design, construction, and O &M. Per the terms of this Agreement, OCFCD and COUNTY agrees to make one lump sum payment of their joint proportionate share in the costs for the design and construction, and long -term O &M in an aggregate amount not to exceed ONE MILLION, SIX - HUNDRED, THOUSAND DOLLARS ($1,600,000), as denoted in Exhibit Cl. OCFCD is agreeable to accept certain ownership, O &M responsibilities, in accordance with the terms herein, for the portion of the Facilities located upon OCFCD, COUNTY and/or JWA right -of- way. Santa Ana- Detlri Channel Diversion Project Agreement D15 -013 23A -61 Page 9 of 69 N. NEWPORT BEACH is agreeable to contribute toward the Project construction and make a lump sum payment in the amount of ONE MILLION, FIVE- IIUNDRED THOUSAND DOLLARS ($1,500,000), as denoted in Exhibit C1. O. COSTA MESA is agreeable to contribute toward Project design, construction, and O &M. COSTA MESA agrees to make one lump sum payment for it proportionate share in the costs for the design, construction, and long -term O &M costs in an aggregate amount not to exceed SIX- HUNDRED THOUSAND DOLLARS ($600,000), as denoted in Exhibit Cl. COSTA MESA agrees to accept certain ownership, O &M responsibilities, in accordance with the terms herein, for the Facility pipelines located outside of OCFCD, COUNTY and/or J WA right -of -way. P. IRWD discharges pumped groundwater to the Channel from wells pursuant to certain permits issued by COUNTY. In consideration of the effect of the quantity of such discharges upon the design and capacity of the Project, IRWD is willing to contribute one lump sum payment in the amount of ONE HUNDRED AND NINETY -FIVE THOUSAND DOLLARS ($195,000), as denoted in Exhibit Cl as its share of Project design and construction. IRWD shall not contribute to O &M costs. Q. The Parties contemplated statewide trash amendments by the State Board currently approved "Amendment to the Water Quality Control Plan for the Ocean Waters of California to Control Trash and Part 1 Trash Provisions of the Water Quality Control Plan for Inland Surface Waters, Enclosed Bays, and Estuaries of California," which in the fixture would be reflected in stormwater MS4 Permits. It is intent of the Parties to collaborate efforts in order for the Project to qualify as an implementation plan, or portion thereof, under such requirements. R. After the Diversion Structure and the Facilities become operational and at any point establish an additional regulatory benefit or credit which may be allocated among the Parties, and/or traded or sold to an outside third party at market -based rates, the Parties desire to clarify herein how a Party might receive its fair share of the economic value generated and realized, S. The Parties further desire that the Agreement address how the Parties may amend their respective financial commitments as specified in Exhibit C2a and C2b by revising the percentages representing their proportionate share to include requiring the contribution from future, additional point source dischargers who benefit from the Project Facilities. T. Therefore, the Parties mutually desire to enter into this Agreement to set forth their respective rights and obligations with respect to the Project development, and the possible construction, and long -term O &M of the Facilities. Santa Ana -Delhi Channel Diversion Projeaf Agreement D15 -013 Page 10 of 69 23A -62 AGREEMENT NOW, THEREFORE, in consideration of the foregoing Definitions and Recitals, which are incorporated herein by reference, and the mutual covenants mud promises among the Parties hereinafter set forth, the Parties agree as follows: SECTION 1 PROJECT REPRESENTATIVES 1,1 SANTA ANA Project Representative. The City Manager of the City of Santa Ana or his designee shall be authorized to perform all actions required to implement this Agreement on behalf of SANTA ANA and serve as the Project Representative for SANTA ANA for all purposes related to this Agreement. 1.2 COUNTY and OCFCD Project Representative. The Director shall be authorized to perform all actions required to implement this Agreement and to serve as the Project Representative, jointly and individually; for OCFCD and the COUNTY as Parties and property Tight owners; as well as, for the COUNTY as to unincorporated areas of the watershed within its jurisdiction that are not part of JWA operations. 1.3 John Wayne Airport Project Representative, The Airport Director or designee shall be authorized to perform all actions required to implement this Agreement and to serve as the Project Representative on behalf of JWA for all ptuposes related to this Agreement. 1.4 NEWPORT BEACH Project Representative. The City Manager of the City of Newport Beach or designee shall be authorized to perform all actions required to implement this Agreement on behalf of NEWPORT BEACH and serve as NEWPORT BEACH's Project Representative for NEWPORT BEACH for all purposes related to this Agreement. 1.5 COSTA MESA Project Representative. The City Manager of the City of Costa Mesa or designee shall be authorized to perform all actions required to implement this Agreement on behalf of COSTA MESA and serve as COSTA MESA's Project Representative for all purposes related to this Agreement. 1.6 IRWD Project Representative. The General Manager of the Irvine Ranch Water District or designee shall be authorized to perform all actions required to implement this Agreement on behalf of IRWD and serve as IRWD's Project Representative for all purposes related to this Agreement. 1,7 Whenever reference is made herein to an action or approval to be undertaken by a Party, the Project Representative shall be authorized to act on behalf of its respective Party unless specifically provided otherwise or the context requires otherwise. Any determination of change which if implemented may materially alter the terms and financial obligations of the Parties shall require an amendment of this Agreement approved in writing by each Party's board, council, or governing body. 1.8 The Project Representatives shall have authority to send invoices, make and receive Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 11 of 69 23A -63 payments, and perform all other activities required to satisfy the financial responsibilities of their respective Party in accordance with the terms herein. 1.9 Each Party and their respective Project Representative acknowledge that the Project is made possible by virtue of certain Grants and agrees to make every effort to assist and cooperate with SANTA ANA, the Grant Administrator, for the Project to remain in full compliance with the terns of the Grant. 1.10 The Parties agree that JWA and/or Golf Lessee will be compensated for any unmitigated negative impacts to the Golf Course and /or Golf Lessee operations caused by the Project construction or operation only if actual losses or damages are incurred and substantiated. Costs associated with this obligation are Project Cost estimates in Exhibit C3. SECTION 2 RESPONSIBILITIES OF SANTA ANA 2.1 General Responsibilities SANTA ANA shall be responsible for the design, environmental review, obtaining all required Resource Agency approvals, CPP, permits and easements, and construction of the Facilities developed for the Project under the terns of this Agreement. SANTA ANA shall deposit amounts paid by the Parties for Project design and /or construction into a separate account designated for such funds as the Project Fund. Within forty (40) days of the execution of this Agreement, SANTA ANA shall deposit a lump sum amount for design, construction, and the annual O &M costs as established per Exhibit C3, into the Project Fund Account, The Grant funds shall be paid to the Project Fund on a reimbursement basis pursuant the terms and conditions of said grant. 2.2 Environmental Review _/ Permitting 2.2.1 SANTA ANA shall be the lead agency for purposes of CEQA, prepare the necessary environmental documents and secure all necessary resource agency permits for the Project. SANTA ANA shall secure the rights -of -way for the Project, including any needed for the O &M of the Diversion Structure and all Facilities. 2.2.2 SANTA ANA shall obtain the prior written approval from the Project Representative(s) of any Party with jurisdiction and/or property rights to any permit concerting said property which potentially includes post - construction agreements, obligations or conditions (e.g., mitigation requirements) imposed by any governmental or regulatory agency. 2.23 SANTA ANA shall apply for pennits and maintain Project compliance with all permits, regulations and laws. As referenced in Recital Q, the development of the Project contemplated statewide trash amendments by the State of California Water Control Board currently approved "Amendment to the Water Quality Control Plan for the Ocean Waters of California to Control Trash and Part I Trash Provisions of the Water Quality Control Plan for hiland Surface Waters, Enclosed Bays, and Estuaries of California." SANTA ANA shall, if the Project Representatives mutually determine it is necessary, change the Project procedures as to its implementation, Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 12 of 69 23A -64 monitoring, and reporting to assist with a Party's respective stormwate'r discharge permit compliance. 2.3 Desien 2.3.1 The Parties acknowledge SANTA ANA had the "Santa Ana -Delhi Channel Diversion Project Technical Memorandum 1 ", dated July 2015 and revised in October 2015, prepared which provides a description of the Project operations and land requirements for alternate design plans. Among the alternatives presented in that memorandum, the Parties wish to implement Scenario 1 where the Facilities will have direct discharge to the Orange County Sanitation District Regional Sewer System as depicted in the "Preliminary Plan" shown on Exhibit B, attached. The Facilities arc to be constructed in accordance with Approved Plans that specify its components which may include, among other things and in addition to the modifications to the existing channel section, diversion structure, submersible pumps, floating boom, weirs, screening bars, and debris containment area. 2.3.2 SANTA ANA shall require and ensure that all consultants, engineers and mitigation agents working on the Project environmental, design and construction abide by the insurance and bond requirements as specified in Exhibit G (Insurance, Bonds and Warranties). SANTA ANA agrees to be responsible for the preparation of the PS &E, which shall be consistent with the standards of SANTA ANA and the Party or Parties with jurisdiction or ownership of the right -of- way where construction is to be performed. In case of conflict between such standards, the most stringent standard shall prevail. With regard to the Diversion Structure and any other Facilities appurtenant, in, on or about the Channel or right -of -way held by OCFCD or COUNTY, the PS &E shall be consistent with OCFCD standards, criteria, customs and practices and receive Director's and JWA's approval prior to commencement of construction through OCFCD's CPP process. 2.3.3 SANTA ANA shall provide the Project Representatives opportunities to review the PS &E at the 60% and 90% submittal levels and to provide timely comments prior to submittal of the PS &E to the relevant resource agencies that must issue permits for construction of the Project or O &M of the Facilities. The Project Representatives shall review the revised PS &E in a timely manner and indicate their approval or disapproval of the same to SANTA ANA. SANTA ANA shall address the comments in the drafts. SANTA ANA shall promptly provide each Project Representative with a reproducible copy of the PS &E as well as a copy of all Project - related documents. SANTA ANA shall be responsible for retaining all consultants necessary to prepare the PS &E and Approved Plans in accordance with applicable law. 2.4 Right- of -Wav 2.4,1 Prior to commencing construction, SANTA ANA shall obtain all necessary permits, easements, and any right of way necessary from landowners in order to use their respective properties for the construction and O &M of the Facilities. The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control. SANTA ANA shall be responsible for providing the legal descriptions required for right-of-way transactions needed for the Project, subject to the Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 13 of 69 23A -65 review and approval of the Parties which are to participate in the proposed right -of -way and /or interest transaction. 2.4.2 Prior to commencing Project construction, SANTA ANA shall work with OCFCD and JWA to obtain from the Irvine Company written concurrence that the proposed Project will not unreasonably interfere with their respective rights or interest in the subject property. 2.4.3 The Parties aelmowledge the primary purpose of the OCFCD /COUNTY right -of -way for the proposed Diversion Structure is for flood control purposes and operation of the Channel. If future circumstances necessitate relocation of the Diversion Structure, or if design requires additional right -of -way for the Project beyond that anticipated to be provided, the Parties shall meet and confer in good Nth to identify a preferred location or other alternatives which would not impede flood control operations. Costs of relocation shall be the responsibility of the Parties and shall be allocated among the Parties, other than OCWD and IRWD, based on Sponsorship shares as specified in Exhibit C2a attached herein. 15 Constriction 2.5.1 SANTA ANA shall be responsible for bidding, awarding, and administering the construction contract($) of the Project in accordance with the terms of this Agreement. 2.5.2 Upon compliance with CEQA, (and NEPA if applicable), certification and approval of all necessary environmental documents, approval by all of the Project Representatives of associated mitigation requirements, receipt of all regulatory agency approvals, filial approval of the PS &E and Approved Plans, and acquisition of right -of -way necessary for all work necessary for the Project, then SANTA ANA shall advertise a contract for construction of the Project for formal bids per applicable sections of t(ne California Public Contract Code. The Project Representatives shall have the opportunity to review all bids. If the lowest responsive and responsible bid would cause the Estimated Cost shown in Exhibit C3 (which includes the 20% contingency amount) to be exceeded, then the Project Representatives shall meet and confer and mutually agree by unanimous vote whether (i) SANTA ANA should award a contract for construction of the Project to the lowest responsive and responsible bidder, (ii) SANTA ANA should reject all bids and re -bid the Project, or (iii) the Parties shall terminate or amend this Agreement. If all conditions precedent to construction of the Project set forth in this Agreement have been satisfied, SANTA ANA shall award a construction contract to the lowest responsive, responsible bidder and enter into that contract with the Contractor. SANTA ANA shall obtain advance written approval from Parties Representatives for any construction contract change orders and the implementation thereof. 2.5.3 The Parties agree to cooperate in good faith and exercise best efforts in order to meet grant(s) requirements set forth in Exhibit F, to the best of their knowledge, and to assist the Project in complying with a project schedule established by SANTA ANA to meet the requirements of Project permits and approvals. In addition, certain activities necessary to complete the Project may result in delays, such as securing environmental certifications /approvals, permitting, securing rights -of -way, Force Majeure Events, and /or obtaining necessary approvals of the Parties relative to design and construction of the Project. Santa Ana -Delhi Channel Diversion Project Agreement Dr5 -013 Page 14 of 69 23A -66 2,5.4 For purposes of this Section, a "Force Majeure Event" shall mean any of the following events that materially and adversely interferes with or increases the costs of performing SANTA ANA's obligations hereunder, provided that suoh event (or the effects of such event) could not have been avoided by SANTA ANA's use of reasonable efforts: naturally occurring events (such as landslides, underground movement, earthquakes, fires, tornadoes, hurricanes, floods, lightning, epidemics and other acts of God), Hazardous Material Management Activities (see Section 9), explosion, sabotage or other act of war or public enemy. 2.5,5 SANTA ANA shall require and ensure that the Contractor selected pursuant to this Section and each of the Contractor's subcontractors abide by the insurance requirements as specified in Exhibit G (Insurance, Bonds and Warranties), and name each Party and JWA as an additional insured, and that such Contractor's and subcontractors' indemnity, defense, hold harmless, and insurance obligations under SANTA ANA's agreement with the Contractor expressly benefit each other Party and JWA in the same manner and to the same extent as SANTA ANA. 15.6 SANTA ANA shall require and ensure that the Contractor, prior to commencement of construction, Punish a faithful performance bond, payment bond, and warranty bond in an amount equal to the estimated construction cost of the Facilities (including labor and materials) and to perform contract obligations. These bonds shall, at a minimum, comply with the requirements specified in Exhibit G. Each bond shall name the Parties and JWA as beneficiaries and grants each Project Representative the right to enforce the bond to complete the Facilities in compliance with all construction obligations including but not limited to those for warranties. SANTA ANA and the Project Representatives agree to not release the Contractor from its bond(s) without the first obtaining mutual written approval by the Project Representatives. 2.5.7 During constriction, SANTA ANA shall provide access for purposes of inspection by any Project Representative to ensure that the Project work is being performed in accordance with the Approved Plans. Any Party's entry during construction upon COUNTY Iand shall require prior notice to JWA. 2.5.8 After construction, SANTA ANA shall submit to OCFCD Director for written approval a Notice of Completion of the Diversion Structure and any other Facilities on OCFCD and /or COUNTY right -of -way, which approval shall not be unreasonably delayed, and only after receiving approval, file /record the approved Notice of Completion and furnish OCFCD two copies of the Notice of Completion and one (1) set of Mylar (reversed fixed — line photo Mylar) copies and electronic files in a format acceptable to OCFCD of the approved "Record Drawings" for the Facilities within OCFCD and/or COUNTY right -of -way. Approval shall be withheld only for world not completed per the Approved Plans. 2.5.9 SANTA ANA agrees to not release the Contractor from its performance bond or irrevocable letter of credit obligations prior to receipt of written approval from JWA and the Director to the Notice of Completion. 2.5.10 SANTA ANA shall be responsible to maintain the Charnel and all OCFCD and COUNTY improvements impacted by the Project and/or within Project construction areas, according to OCFCD /COUNTY and JWA standards and criteria, until OCFCD /COUNTY and Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 15 of 69 23A -67 JWA acceptance of the portion of the Facility within OCFCD, COUNTY, and/or JWA right -of- way in accordance with the terms herein. 2.6 Proiect Fund and Grant Administration 2,6,1 Within forty days of the Effective Date, SANTA ANA shall have established the Project Fund account in accordance with the terms herein and deposited into it any Grant finds and amounts paid by the Parties for Project in its possession. SANTA ANA shall be the Grant administrator and hold Grant funds and amounts paid by the Parties for Project Capital Costs in this separate Project Fund. SANTA ANA shall implement disbursements from the Project Fund to pay such Project costs as they become due and in accordance with the terms of the Grant and this Agreement. 2.6.2 SANTA ANA shall accept and use the OCWD's contribution of ONE MILLION DOLLARS and 00 /100 ($1,000,000,00), made pursuant to Paragraph 2.6.4 below, for the Project construction cost. The funds shall be made available through an escrow account and paid when construction is completed. 2.6.3 SANTA ANA shall keep appropriate records and accounts of all costs. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. Said accounts and records may be audited annually by an independent certified public accounting farm appointed by SANTA ANA pursuant to generally accepted auditing standards. Costs incurred due to this section are to be paid by the Party or Parties initiating the inspection or audit. SANTA ANA agrees to remain at all times in compliance with the terms of the Grant. 2.6.4 SANTA ANA shall forward to. OCWLk a copy of the Notice of Completion approved by the Director with written request for payment of the ONE MILLION DOLLARS and 00 /100 ($1,000,000.00) pursuant to this Agreement. OCWD's contribution will be deposited into the Project Fund and used prior to SANTA ANA invoicing the remaining Parties as part of the final reconciliation of the Project Fund. 2.6.5 SANTA ANA shall provide Project Fund account statements with updated accounting reconciliations provided upon written request from a Project Representative. Any interest accrued on the Project Fund shall be for the benefit of the Project Fund. A final reconciliation and detailed accounting report will be provided by SANTA ANA upon completion of the Project to each Party. Within forty -five (45) calendar days of Project completion, any excess funds remaining in the Project Fund, minus any unexpended Grant funds, shall be distributed to the Parties per the proportionate shares specified in Exhibit C2. 2.7 Operation and Maintenance (O&M) 2.7.1 SANTA ANA shall be responsible for the preparation of the O &M Manual for the Facility and components thereof as part of the construction contract and its distribution to the Parties for review and approval by the Project Representatives. The Notice of Completion for the Facilities shall not be prepared until the, O &M Manual has been approved. SANTA ANA agrees Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 16 of 69 23A -68 the Facilities shall be exclusively for the mutual use and benefit of all the Parties and those additional parties allowed pursuant Section 8 below. 2.7.2 Within forty (40) days of the Effective Date, SANTA ANA shall pay the amount of ONE MILLION DOLLARS and 00 /100 ($1,000,000.00) to OCFCD as the initial deposit of 0 &M funds into the 0 &M Account ( "Initial O&M Deposit "). 2.7.3 After exhaustion of the Initial 0 &M Deposits, SANTA ANA agrees to contribute to long -tern O &M costs per its proportionate share as specified in Exhibit C2. 2.8 Project Costs 2.8.1 SANTA ANA shall be reimbursed for its actual Project Costs and actual design and construction administrations costs not to exceed the estimated amounts shown on Exhibit C3. SANTA ANA shall prepare invoices accordingly and shall be reimbursed from the Project Fund after sending its invoice(s) with documentation substantiating its actual costs to the Project Representatives within 30 days of reimbursement. SECTION 3 RESPONSIBILITIES OF OCFCD AND COUNTY 3.1 General. Resnonsibilities 3.1.1 OCFCD and COUNTY ( "OCFCD /COUNTY ") shall review the Project plans and financially contribute toward the Project Fund as shown in Exhibit C2. Within forty (40) days of the execution of this Agreement, OCFCD and COUNTY shall deliver to SANTA ANA a hump stun amount for design, construction, and the annual O &M; not exceed ONE MILLION, SIX - I-IUNDRED TIIOUSAND ($1,600,000) as established per Exhibit C2, which will be deposited into the Project Fund Account. Upon sign -off of all related CPP at completion of Project construction according to the Approved Plan, OCFCD shall take ownership, ongoing long tern O &M for the portion of the Facility located upon OCFCD, COUNTY and /or JWA right -of -way, 3.2 Environmental Review / Permitting 3.21 OCFCD/ COUNTY and JWA shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project provided those commitments and conditions have been approved by the OCFCD /COUNTY Project Representative and applied to each Party's responsibilities under this Agreement. 3.2.2 OCFCD/ COUNTY Project Representative's prior review and approval of permit conditions and other resource agency approvals shall be required for any that affect or could impact the construction or O &M of the Diversion Structure within OCFCD or COUNTY right - of -way or facilities, or other OCFCD/ COUNTY O &M activities, 3.3 Design Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 17 of 69 23A -69 3.3.1 OCFCD, COUNTY and JWA shall review all draft and final design reports, calculations, and PS &E submitted by SANTA ANA for Project through the CPP process. Such OCFCD, COUNTY, JWA review and approval will be limited to review of the proposed Facilities on OCFCD, COUNTY or JWA right -of -way for conformance with OCFCD, COUNTY or JWA standards, criteria, customs, and practices; to review implications upon the Golf Lessee and proposed remedies, and to ensure the proposed will not interfere with the flood control function of the Channel. Subsequent to the OCFCD, COUNTY, JWA final PS &E approval that becomes the Approved Plans upon mutual acceptance by all Project Representatives, any material design change variance shall require mutual approval by all Project Representatives. Any design change which if implemented would materially alter the terns and financial obligations of the Patties shall require an amendment of this Agreement approved in writing by each Party's board or council. 3.4 Right of Way 3.41 Temporary Construction Easement Ninety (90) days prior to the commencement of any construction activities for the Project, JWA shall deliver to SANTA ANA a Temporary Construction Easement (TCE), substantially in the form of .Exhibit D attached, signed and acknowledged by the Airport Director and approved by The Irvine Company in accordance with COUNTY's vesting document obligations. If requested by JWA, SANTA ANA shall provide a legal description in accordance with Section 2.4.1 above for this TCE in a form acceptable to The Irvine Company, COUNTY and OCFCD. 3.4.2 Easement Prior to the contrnencement of any construction activities for the Project, if deemed necessary, JWA shall deliver to the OCFCD's Director an easement deed substantially in the form of Exhibit E, with a legal description provided by SANTA ANA in accordance with Section 2.4, I above that has been approved by The Irvine Company in accordance with the terms of COUNTY's vesting deed. The easement would convey rights to OCFCD needed for O &M of the portion of the Facilities located. on COUNTY land. OCFCD /COUNTY /JWA legal and administrative costs associated with this easement are a Project cost in Exhibit C3, SANTA ANA shall receive invoices accordingly from JWA and COUNTY for payment of said costs. SANTA ANA shall pay invoices as they become due from the Project Fund. JWA and COUNTY shall keep appropriate records and accounts supporting amounts invoiced. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. 3.5 Construction 3.5.1 In order to reduce Project costs, OCFCD, COUNTY and JWA shall waive any costs or fees with respect to the permits issued by either of them in furtherance of the Project. The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 18 of 59 23A -70 3.5.2 During construction OCFCD, COUNTY and 1WA, their agents, employees and contractors, shall have adequate access to Project areas, to perform their responsibilities pursuant to any issued CPP, this Agreement, and activities authorized under the Orange County Flood Control Act, OCFCD and COUNTY shall assign the Oversight Inspector to verify that construction of the Diversion Structure and other Facilities on OCFCD and COUNTY right -of- way are accomplished in a good, workman-like manner and in accordance with the Approved Plans per OCFCD aid COUNTY standard. The Oversight Inspector shall notify JWA and SANTA ANA's Project inspector of any issue with construction per the terms of the CPP. 3.5,3 Upon receipt of notification by SANTA ANA that the Facilities (including the Diversion Structure) have been substantially completed, the CPP Inspector shall conduct a walls- through to provide a list of outstanding items, if any, needed to close out the construction permit. The Oversight Inspector shall communicate his /her concerns on all matters related to construction of Facilities within, or affecting OCFCD and /or COUNTY's right -of -way through SANTA ANA's Project inspector. Upon completion of the construction and satisfaction of all outstanding items, the Director shall provide SANTA ANA with written approval that construction of the Diversion Structure has been completed per the Approved Plans and the related CPP shall be signed off. Upon sign -off of all related CPP at completion of Project construction according to the Approved Plan, OCFCD /COUNTY shall take ownership and long -term O &M. 3.5.4 OCFCD /COUNTY costs associated with the Oversight Inspector, CPP, and any other independent inspection of the Project construction are a Project cost in Exhibit C3. SANTA ANA shall receive invoices accordingly through CPP for payment of said costs. SANTA ANA shall pay invoices as they become due from the Project Fund. OCFCD /COUNTY shall keep appropriate records and accounts supporting amounts invoiced. Said records and accounts shall be subject to reasonable inspection by Project Representatives at their expense and by any Grant funding authorities. 3.6 Grant 3.6.1 OCFCD /COUNTY acknowledges the Project is made possible by virtue of certain Grants and agrees to make every effort to assist and cooperate with SANTA ANA, the Grant Administrator, for the Project to remain in fall compliance with the terms of the Grant. 3.7 Operation and Maintenance 3.7.1 Upon OCFCD /COUNTY acceptance of Facilities within OCFCD /COUNTY and/or JWA right-of-way, OCFCD shall either perform Facility O &M or alternatively, OCFCD shall enter into a contract for a third party ( "O &M Contractor ") to perform the Facilities O &M. The Facilities shall be operated and maintained in accordance with the terms approved by the Director as set forth in the O &M Manual. An approved 0 &M Manual pursuant to Section 2.7 above and O &M contracts covering the entire Facilities shall be provided to OCFCD /COUNTY, JWA and COSTA MESA by SANTA ANA prior to completion of Project construction to ensure long -term Facility O &M. In the case where OCFCD or COSTA MESA has chosen to perform their respective O &M duties without the aid of an independent contractor, an O &M contract may not be required. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 19 of 69 23A -71 3.7,2 OCFCD and COSTA MESA shall ensure their O &M Contractor and those performing O &M abide by the Insurance Requirements as specified in Exhibit G (Insurance, Bonds, and Warranties), and name each Party and JWA as an additional insured, and that such Contractor's and subcontractors' indemnity, defense, hold 'harmless, and insurance obligations under their respective O &M contract with the Contractor and that it expressly benefit each other Party and JWA in the same manner and to the same extent as if they were the original signatories of said contract. OCFCD and COSTA MESA shall further ensure workers including third, party contractors follow the O &M Manual and other maintenance manuals or guides for the Facilities. 3.73 Within fifteen (15) days of written notice from a Project Representative of a necessary repair and/or replacement or other remedial action for compliance with the O &M Manual or this Agreement, the O &M Contractor, OCFCD and/or COSTA MESA depending upon the location in need, of said work shall promptly take action to perform the necessary work. Should that party not commence or diligently work toward completion of the repairs, replacement, and /or remedy required, the Project Representative may perform or cause the repairs, replacement, and /or remedy to be completed, and the costs thereof may be reimbursed from an O &M Fund. 17.4 If in the course of normal O &M Facility operations, OCFCD/COiTNTX notice unusual types and quantities of debris and trash collected at the Facility, the Director will so notify the Parties who may discuss what upstream debris and trash reduction measures should be implemented in the tributary system to resolve this issue which would be addressed in a separate agreement, not included within obligations herein. Costs to implement these measures, as possible, will not be assessed against an O &NI Fund unless agreed to by the Parties. Each Party shall maintain its infrastructure, as needed, to minimize the conveyance of any debris and trash to the Diversion Facility. If unusual amounts of debris are found in the Facility, the Parties will discuss what upstream debris and trash reduction measures should be implemented in the tributary system to resolve this issue. 3.7.5 Operational and Maintenance Costs Within 40 days of the Effective Date, SANTA ANA shall disburse an upfront, lump -sum initial $1,000,000 payment into the O &M Fund of OCFCD as the Initial O &M Deposit. A Party's proportionate share obligation to fund Additional Annual O &M Costs are to be paid as indicated on Exhibit C2 on, or before January lot of each year, or as otherwise established in writing by the Parties. OCWD and IRWD shall not have any obligation to firnd Additional O &M Costs. Amounts paid by the Parties for Additional Annual O &M may be deposited into separate O &M Fund accounts held by either OCFCD or COSTA MESA designated for O &M of the Facilities. OCFCD and COSTA MESA shall pay costs out of their respective O &M Funds as they become due and in accordance with the terms of this Agreement. COSTA MESA O &M Fund and charges are addressed in Section 5. 3.7.6 Overhead 3.7.6.1 All O &M costs for Project Facilities allocated to the Parties in accordance with the terms herein shall include the cost of OCFCD /COUNTY labor, services and equipment, determined on a time and material basis, using the actual number of man-hours and equipment -hours required Santa Ana -Delhi Charnel Diversion Project Agreement D15 -013 Page 20 of 69 23A -72 (including travel time to and from their respective facilities), multiplied by the applicable rates for the crew members and equipment deployed. After -hours services (defined as between 5:00 p.m, on a working day and 7:00 a.m. on the next, following work -day; a "work day" shall exclude Saturday, Stmdays and designated holidays for OCFCD /COUNTY unless otherwise approved by the respective Project Representative for OCFCD /COUNTY) will be charged at time and a half, Equipment and material rates shall be approved by the Project Representative for OCFCD /COUNTY and in accordance with OCFCD/COUNTY's respective standards and practices. 3.7.6,2 The labor rates are comprised of direct and indirect components. The direct labor rate component is adjusted periodically by the authorized representatives of OCFCD /COUNTY as salary adjustments, which may include cost of living, competitive wage, benefit and annual hourly -rate schedule increases. The indirect component of the labor rate reflects the general and administrative cost, which shall include burden rates as established by OCFCD /COUNTY covering costs associated with overhead, contract management and other services provided (`Burden Rate "). As of the Effective Date, the Burden Rate for OCFCD /COUNTY is Seventy Four Point Three Six Percent (74.36 %). The Parties acknowledge said Burden Rate is subject to change, and agree to pay the Burden Rate in effect when labor, services or equipment are provided. 3.7.7 Nuisance Prevention Measures. The Parties acknowledge the Diversion Structure is situated on COUNTY land with certain recorded deed restrictions and conditions prohibiting use of the land for any purpose which would constitute a nuisance or be offensive to the senses, health or safety of persons occupying the land or adjoining land. The Parties further agree OCFCD /COUNTY, the Director, an O &M Contractor or any party upholding the O &M duties of those portions of the Facilities on COUNTY land may take any reasonable action and incorporate cleaning and maintenance measures designed to reduce or eliminate odors or others aspects of the Facilities or Project at the site which might violate the aforementioned nuisance deed restrictions or to remedy a matter of particular concern they have been alerted to by person occupying the land or adjoining land. Costs associated with any such action, measure, and communications concerning these matters shall be reimbursed from the O &M Fi.md or Reserve Fund. The schedule for regular occurring maintenance, removal and hauling of trash and debris may be adjusted at the Director's sole discretion, The O &M Manual shall not limit the ability to adapt maintenance procedures or restrict implementation of alternate preventive measures to avoid the presence of a nuisance. 3.7.8 Hauling, Disposal and Discharge Costs. Facilities O &M requires the handling, extraction, hauling and disposal of solids and the discharge of diverted flows; therefore, the Parties, with exception of OCWD and 1RWD, agree to jointly share in the responsibility for any such costs and charges associated therewith. Each Party shall pay its respective proportionate share of these costs as an O &M cost obligation, Notwithstanding the foregoing, the Parties agree to abide the terms in Section 9 (Hazardous Material) concerning the presence of a hazardous or toxic substances, material or waste and that this section shall not be interpreted as restricting or limiting a Party's hazardous material responsibilities herein or under federal or state law. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 21 of 69, 23A -73 3.7.9 Reserve Fund After exhaustion of the Initial O &M Deposit, a portion of the O &M fund may be deposited and designated as the Reserve Fund which is to be used to repair or replace the Facilities, Project - related Charnel improvements and/or appurtenances, or portions thereof, damaged due to a catastrophic event (e.g. a severe storm, seismic activity, or fire). . COSTA MESA may utilize Reserve Funds for the portions of the Facilities it shall own and maintain by having their Project Representative send a written request with supporting documentation to the Director that specifies use of :funds consistent with Reserve Fund purposes. The Director shall provide Reserve Fund account statements with the annual O &M Fund reporting. Additional Annual O &M Costs contributions from the Parties, in accordance with the terms herein, are to be used to replenish the O &M Fund and Reserve Fund, . 3.7.10 Additional Annual O &M Costs A Party's proportionate share obligation to fund Additional Annual O &M Costs are to be paid as indicated on Exhibit C2 to OCFCD on, or before January 181 of each year, or as otherwise established in writing by the Parties. OCWD and IRWD shall not have any obligation to fund Additional O &M Costs. OCFCD shall pay casts out of its O &M Fund as they become due and in accordance with the terms of this Agreement. 3.7.11 After exhaustion of the Initial O &M Deposit, OCFCD /COUNTY agree to contribute to long term O &M costs per its joint proportionate share as specified in Exhibit C2. 3.7.12 Records OCFCD shall maintain a complete set of records and accounts of all O &M Costs, maintenance activities and schedules in accordance with generally accepted accounting principles. Upon reasonable notice, OCFCD shall permit a Party or Parties' Project Representatives to inspect and audit all world, materials, payroll, books, accounts, and other data and records of OCFCD. Project Representatives shall also have the right to reproduce any such books, records, and accounts. The above provisions with respect to audits shall extend to and/or be included in contracts with OCFCD'S contractors. Costs incurred pursuant to this section are to be paid by the Party or Parties initiating any inspection or audit, 3.7.13 O &M Cost Annual Report OCFCD shall provide Sponsors an amival report of O &M Account transactions; that includes, O &M Costs, the O &M Fund of OCFCD and any Reserve Fund maintained by OCFCD. Should the Initial O &M Deposit be depleted to less than $400,000 by the end of the fifth year of Facility operations, OCFCD shall so notify all Project Representatives who may meet and confer to evaluate if changes in O &M and fiscal strategies should be implemented, and to ensure enough funds by the Sponsors are available for OCFCD and COSTA MESA to satisfy their respective O &M responsibilities. Santa Ana•Delbi Channel Diversion Project Agreement D15 -013 Page 22 of 69 23A -74 SECTION 4 RESPONSIBILITIES OF NEWPORT BEACH 4.1 General Resonsibilities NEWPORT BEACH shall review the Project's plans and financially contribute toward the Project Fund as indicated in Exhibit C2, 4.2 Environmental Review; Permitting NEWPORT BEACH shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project as those commitments and conditions apply to their responsibilities under this Agreement. Notwithstanding the foregoing, NEWPORT BEACH through its designated Project Representative shall review and approve all permit conditions and other resource agency approvals that affect the construction and O &M of the Facilities, or any portion thereof within its jurisdiction and in, on, or about its right -of -way as to its respective compliance with applicable Regulations. 4,3 Design NEWPORT BEACH shall review all draft and final Project design reports, and PS &E submitted for their approval and shall have its Project Representative respond in writing to SANTA ANA as to a submittal's review for approval in a timely manner. Subsequent to approval of the final design, any material design change variance shall require mutual approval by the Project Representatives. 4.4 Right of Wttv As indicated in the Prelinrinary Plan Exhibit B no pipelines for the Project are proposed to be installed within the public right-of-way of NEWPORT BEACH, However, in the event the final design necessitates the use of public right-of-way and in order to reduce Project costs, provided that a request is in compliance with all permits and regulatory approvals, NEWPORT BEACH shall allow the Project Facilities or portion thereof (including the aforementioned pipelines) to be constructed, operated, and maintained, after an appropriate review, within its respective right of way. Any additional project costs shall be shared by the Parties other than OCWD and IRWD. 4,5 Construction NEWPORT BEACH shall waive any costs or fees with respect to the permits issued by it in furtherance of the Project. The terns and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terns and conditions of this Agreement shall control. Prior to SANTA ANA's construction completion of the Diversion Structure and other Facilities, NEWPORT BEACH shall have its respective Project Representative conduct a walls- through to promptly review the improvements and provide any comments. Upon satisfaction of any and all Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 23 of 69 23A -75 the comments or items, NEWPORT BEACH shall have its Project Representative provide written approval to SANTA ANA that the Facilities have been constructed in accordance with the Approved Plans or are otherwise acceptable. 4.6 Contribution 4.61 Within forty (40) days of the execution of this Agreement, 'NEWPORT BEACH shall deposit a lump sum amount of ONE MILLION, FNE- HUNDRED THOUSAND DOLLARS and 00 /100 ($1,500,000.00), as established per Exhibit C3, into the Project Fund Account. 4.6.2 After exhaustion of the Initial O &M Deposit, NEWPORT BEACH agrees to contribute to long term 0 &M costs per its joint proportionate share as specified in Exhibit C2. SECTION 5 RESPONSIBILITIES OF COSTA MESA 5.1 General Responsibilities COSTA MESA shall review the Project plans and financially contribute toward the Project Fund as shown in Exhibit C2. In furtherance of the Project, Costa Mesa may include the installation of a segment of the Project's force main in conjunction with one of their City's current construction contracts. In this case, costs to construct this portion shall off -set its financial contribution shown in Exhibit C2. Upon completion of the Project, COSTA MESA shall take ownership, ongoing long -term O &M responsibilities for the Project force main or pipeline, excluding those portions which are part of the Facilities located on OCFCD, COUNTY and/or JWA right -of -way. 52 Environmental Review / Permitting. COSTA MESA shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project as those commitments and conditions apply to its responsibilities tinder this Agreement. Notwithstanding the foregoing, COSTA MESA through its designated Project Representative shall review and approve all permit conditions and other resource agency approvals that affect the construction and O &M of those portions of the Facilities not on OCFCD, COUNTY and/or JWA right -of -way as to its respective compliance with applicable Regulations. 5,3 Design COSTA MESA shall review all draft and final Project design reports, and PS &E submitted for its approval and have its Project Representative respond in writing to SANTA ANA in a timely manner. Subsequent to approval of the final design, any material design change variance shall require mutual approval by the Project Representatives. Santa. Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 24 of 59 23A -76 5.4 Right of Way As indicated in the Preliminary Plan Exhibit B pipelines for the Project are proposed to be installed within the public right -of -way of COSTA MESA, In order to reduce Project costs, provided that a request is in compliance with all permits and regulatory approvals, COSTA MESA shall allow the Project Facilities or portion thereof (including the aforementioned pipelines) to be constructed, operated, and maintained within its respective right of way at no additional cost. 5.5 Construction In order to reduce Project costs, COSTA MESA shall waive any costs or fees with respect to the permits issued by it in furtherance of the Project. The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control. Upon receipt of notification that the Facilities or separately constructed portions thereof have been substantially completed, COSTA MESA shall have its Project Representative conduct a wallc- through to promptly review the improvements and provide any comments as to any portion of the Facilities not on OCFCD, COUNTY and/or JWA right -of -way. Upon satisfaction of any and all the comments or items, COSTA MESA shall have its Project Representative provide written approval to SANTA ANA that said Facility components have been constructed in accordance with the Approved Plans or otherwise acceptable. Said notice shall be deemed COSTA MESA'S acceptance of ownership and maintenance responsibility for the portions of the Facilities not on OCFCD, COUNTY and/or JWA right-of-way. 5.6 Contribution 5.6.1 Within forty (40) days of the execution of this Agreement, COSTA MESA shall deposit a lump sum amount of SIX- HUNDRED THOUSAND DOLLARS AND 00 /100 ($600,000.00), as indicated in Exhibit C2, into the Project Fund Account, COSTA MESA has the option to construct a segrnent of the force main in conjunction with one of their construction contracts; in this case, costs expended to construct this portion shall off -set their financial contribution as established herein; in which their portion of the $600,000 shall be used. SANTA ANA shall advance COSTA MESA, under separate agreement, the $600,000 and any additional (ands required for the construction of a portion of the force marry with one of their construction contracts. COSTA MESA shall reimburse SANTA ANA as stipulated per their agreement. 5.7 Operation and Maintenance 5.7.1 Upon COSTA MESA acceptance of certain Facility pipeline and appurtenant components, COSTA MESA or its contractor shall perform the O &M for said improvements with all expenses and costs reimbursed from an O &M Fund, as specified in Section 3.7.3 or Reserve Fund. The Facilities shall be operated and maintained in accordance with the terms as set forth in the O &M Manual. COSTA MESA shall ensure any of its contractors performing O &M on the Facilities abide by the Insurance Requirements as specified in Exhibit G (Insurance, Bonds, and Warranties), and name each Party and JWA as an additional insured, and Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 25 of 69 23A -77 that such contractor's and subcontractors' indemnity, defense, hold harmless, and insurance obligations under their respective contract expressly benefit each other Party and JWA in the same manner and to the same extent as if they were the original signatories of said contract. COSTA MESA shall further ensure workers including third party contractors follow the O &M Manual and other maintenance manuals or guides for the Facilities. 5.7.2 Within twenty (20) days of written notice from a Project Representative of a necessary repair and /or replacement or other remedial action for compliance with the O &M Manual or this Agreement within those portions of the Facilities owned and maintained by COSTA MESA, COSTA MESA shall promptly take the remedial action to perform or have its contract perform the necessary work. Should it not commence or diligently work toward completion of the repairs, replacement, and /or remedy required, OCFCD may perform or cause the repairs, replacement, and /or remedy to be completed, and the costs thereof may be reimbursed by invoicing the other Parties according to their proportionate share as shown in Exhibit C2 and the terms herein. 5.8 Additional Annual O &M Costs 5,8.1 A Party's proportionate share obligation to fund Additional Annual O &M Costs are to be paid as indicated on Exhibit C2 on, or before January 1" of each year, or as otherwise established in writing by the Parties. OCWD and IRNVD shall not have any obligation to fund Additional O &M Costs. COSTA MESA shall pay costs out of its O&M Funds by collaborating with OCFCD to acquire said funds for Facility O &M Costs in accordance with the terms of this Agreement. 5.9 O &M or Reserve Fund Utilization 5.9.1 In addition to reimbursement for payment of expenses, COSTA MESA may recover as O &M costs allocated to the Parties in accordance with the terms herein its labor, services and equipment costs determined on a time and material basis, using the actual number of man -hours and equipment -hours required (including travel time to and from their respective facilities), multiplied by the applicable rates for the crew members and equipment deployed. After -hours services (defined as between 5:00 p.m, on a working day and 7:00 a.m. on the next, following work -clay; a "work day" shall exclude Saturday, Sundays and designated holidays for COSTA MESA unless otherwise approved by the respective Project Representative for COSTA MESA) will be charged at time and a half. Equipment and material rates shall be approved by the Project Representative for COSTA MESA, as the case may be, and in accordance with its respective standards and practices. 5.9.2 The labor rates are comprised of direct and indirect components. The direct labor rate component is adjusted periodically by the authorized representatives of COSTA MESA as salary adjustments, which may include cost of living, competitive wage, benefit and annual bourly -rate schedule increases. The indirect component of the labor rate reflects the general and administrative cost, which shall include COSTA MESA Burden Rate. As of the Effective Date, the Burden Rate for COSTA MESA is 89 %. The Patties acknowledge said Burden Rate is subject to change, and agree to pay the Burden Rates in effect when labor, services or equipment are provided, Santa Ana -Delhi Channel Diversion Project Agreement D15.013 - Page 26 of 69 23A -78 5.9.3 COSTA MESA may utilize Reserve Funds to repair or replace the Facilities or portions thereof, damaged due to a catastrophic event (e.g. a severe storm, seismic activity, or fire) by sending a written request with supporting doomacntation to the Director that specifies a use of funds consistent with Reserve Fund purposes, Upon completion of work paid with Reserve Funds, COSTA MESA shall send OCFCD an accounting of expended funds and return any unused funds for deposit back into the Reserve Account. 5.9.4 After exhaustion of the Initial O &M Deposit COSTA MESA agrees to contribute to long terns O &M costs per its joint proportionate share as specified in Exhibit C2. 5.10 Records COSTA MESA shall maintain a complete set of records and accounts of all O &M costs, maintenance activities and schedules in accordance with generally accepted accounting principles. Upon reasonable notice, COSTA MESA shall permit a Party or Parties' Project Representatives to inspect and audit all work, materials, payroll, books, accounts, and other data and records of COSTA MESA. Project Representatives shall also have the right to reproduce any such books, records, and accounts. The above provisions with respect to audits shall extend to and/or be included in contracts with COSTA MESA'S contractors. Costs incurred due to this section are to be paid by the Party or Parties initiating any inspection or audit. SECTION 6 RESPONSIBILITIES OF IRWD 6.1 General Responsibilities IRWD shall review the Project's plans and financially contribute toward the Project Fund as shown on Exhibit C 1. 6.2 Environmental Review: Permittin IRWD shall comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements obtained for the Project as those commitments and conditions apply to its responsibilities under this Agreement, 63 Desi¢n IRWD shall review all draft and final Project design reports, and PS&E submitted for its approval. IRWD's Project Representative shall respond in writing to SANTA ANA as to a submittal's review for approval in a timely manner. Subsequent to approval of the final design, any material design change variance shall require mutual approval by the Project Representatives, 6.4 Right of Way - Intentionally deleted Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 27 of 69 23A -79 6,5 Construction IRWD shall waive any costs or fees with respect to the permits issued by IRWD in furtherance of the Project The terms and conditions of the permits shall be consistent with this Agreement, and in the case of a conflict, the terms and conditions of this Agreement shall control, Prior to SANTA ANA's construction completion of the Diversion Structure and other Facilities, IRWD shall have its Project Representative conduct a walk - thorough to promptly review the improvements and provide any comments. Upon satisfaction of any and all the continents or items, IRWD shall have its Project Representative provide written approval to SANTA ANA that the Facilities have been constructed in accordance with the Approved Plans or are otherwise acceptable. 6.6 Contribution 6.6.1 Within forty (40) days of the later of (i) execution of this Agreement or (ii) the expiration of the applicable challenge periods for the Project environmental documentation or (iii) the resolution of all court actions challenging such environmental documentation, IRWD shall make a one -time lump sum payment of ONE HUNDRED AND NINETY-FIVE THOUSAND DOLLARS ($195,000), as denoted per Exhibit Cl, into the Project Fund Account. 6.63 LRWD shall not be obligated to pay or contribute to O &M costs or required to contribute to the Reserve Fund for the Facility. Provisions in this Agreement stating IRWD's non - responsibility for particular costs or contributions shall not limit the generality of this Section. 6.7 Discharges During the Term 6.7.1 IRWD shall have the right to continue to apply for permits consistent with the terms and conditions of IRWD's existing CPP issued permits Nos. 2015- 00435, 201.5- 00443, 2015- 00444, 2015 - 00445, 2015 - 00461, 2015- 00439, 2015 -00440 and 2015 -00441 allowing for their discharge(s) into Santa Ana Gardens Channel (which fiwther discharges to the Channel) from its Well Nos. IRWD -1, IRWD -11, IRWD -C -8, and IRWD -C -9, and directly into the Channel from its Well Nos. IRWD -2, IRWD -4, IRWD -5 and IRWD -6, or any replacements to these wells in kind, with similar discharge release, quantities and timing. 6.7.2 COUNTY shall not unreasonably cancel or withhold renewal of any such discharge permits to IRWD, which are in fall compliance and effect on the Effective Date, on substantially the same terms and conditions, provided IRWD abides by COUNTY's permit application and renewal process with payment of applicable standard fees. SECTION 7 ORANGE COUNTY WATER DISTRICT 7.1 General Responsibilities The Project proposes to divert dry- weather flows an Orange County Sanitation District ( "OCSD ") trunk line for conveyance to its sanitary sewer treatment plant and thereafter to the Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 28 of 69 23A -80 OCWD Groundwater Replenishment System. In furtherance of the Project, OCWD will make a one -time, lump -sum payment of ONE MILLION DOLLARS ($1,000,000) toward the Project construction costs ( "OCWD Project Contribution ") pursuant to the terms and conditions provided herein, OCWD shall have no responsibility for the design, construction, operation, maintenance or repair of the Project. OCWD's sole responsibility under this Agreement shall be payment of the OCWD Project Contribution in accordance with the terms herein. 7.2 Environmental Review; Permitting. Intentionally deleted 7.3 Design. Intentionally deleted 7.4 Right of Way. Intentionally deleted 7.5 Construction. Intentionally deleted 7.6 Contribution. Within fifteen days of receipt from SANTA ANA of a copy of the issued Notice of Completion, OCWD shall pay SANTA ANA the OCWD Project Contribution. OCWD shall not be responsible for sharing the O &M Costs to operate and maintain the Facility or required to contribute to the Reserve Fund for the Facility. 7.7 Water Recipient. OCWD agrees to receive water generated by the Project by allowing flows which are diverted by the Project into an OCSD trunk line and sanitary treatment plant to be conveyed via transmission pipelines into OCWD's Groundwater Replenishment System. The Parties mutually agree that neither the Project nor operation of the Facilities shall require OCWD to pay for its receipt of the Project's water (other than OCWD's payment of the OCWD Project Contribution). Nothing contained in this Agreement or in any document related hereto shall be construed to imply any representation or warranty, either express or implied, by any Party as to the quantity, quality, nature or condition of water or flows diverted by virtue of the Project or a guarantee with regard to water rights or any interest therein. SECTION 8 INDEMNIFICATION 8.1 In contemplation of the provisions of Section 895.2 of the California Government Code imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Section 895 of the Government Code, each Party, pursuant to the authorization contained in Sections 895.4 and 895.6 of the Government Code, hereby agree to and shall indemnify and hold harmless the other Parties as provided in this Section. 8.2 SANTA ANA shall assume the defense of, indenmify and hold harmless the other Parties and JWA, and each of their elected or appointed officers, employees, officials, volunteers, and Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 29 of 69 23A -81 agents from and against any and all actions, damages, liability or claims for death, injury, loss, damage or expense to persons or property arising from or related to, or claimed to have arisen from or be related to, the Diversion Structure, the Facilities and /or the Project or implementation of this Agreement, including claims or liability associated with SANTA ANA's responsibilities herein, including but not limited to, environmental compliance, design, construction, replacement, use, operation, maintenance, and/ or repair, of the segment of Channel impacted by the Project, the Diversion Structure, and /or the Facilities, or resulting from SANTA ANA's breach of its obligations under the Agreement, except to the extent such actions, damages, claims, losses, expenses or liabilities have arisen from or relate to the willful misconduct or negligent acts of the indemnified Party, or result from such Party's breach of its obligation(s) under the Agreement. 8.3 Each of the Parties, other than SANTA ANA and OCWD, shall assume the defense of, indemnify and hold harmless the other Parties and JWA, and each of their elected or appointed officers, employees, officials, volunteers and agents from and against any and all actions, damages, liability or claims for death, injury, loss, damage or expense to persons or property arising from or related to, or claimed to have arisen from or be related to, the willful misconduct or negligent acts or omissions of, or result from the breach of this Agreement by, such Party in connection with its participation in the Project or use of the Diversion Structure or other component of the Facilities, except to the extent such actions, damages, claims, losses, expenses or liabilities have arisen from the willful misconduct or negligent acts or omissions of., or result from the breach of this Agreement by, the indemnified. Party. If judgment is entered against all the Parties by a court of competent jurisdiction because of the concurrent active negligence or improper acts of one or more Parties, the Parties agree that liability will be apportioned as determined by th.e court. No Party shall request a jury apportionment. 8.4 To the fullest extent permitted by law, each of the Parties other than IRWD, shall defend, indemnify, protect, and hold harmless OCWD, its officers, agents, employees, and independent contractors (OCWD Indemnitees) from and against any and all liabilities, actions, suits, claims, demands, losses, costs, tortious, contractual, condemnation, inverse condemnation, 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, for damage to property, or liability of any kind or nature which OCWD Indemnities may sustain or incur upon them or any of them as a result of, arising out of, or in any way connected with this Agreement, use, operation, maintenance, replacement, and/ or repair of improvements, the segment of Charnel in association with the Project, the Diversion Structure, and Facilities or portions thereof, from any violation of any federal, state, or local law or ordinance, except to the extent such Claims are alleged to be proximately caused by the negligent acts, omissions or willfuul misconduct of OCWD Indemnities in connection with or arising out of this Agreement, or the performance or breach of this Agreement or the O &M Manual. SECTION 9 HAZARDOUS MATERIAL 11HM -1" is defined as hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law existing prior to the Project Santa Ana -Delhi Chamiel Diversion Project Agreement D15 -013 Page 30 of 69 23A -82 and not disturbed by the Project. "HM -2" is defined as hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by the Project or as a result of the Project. "HM Management Activities" is defined as management activities related to either HM -1 or HM -2 including, without limitation, any necessary manifest requirements, clean-up and disposal facility designations. If HM -1 or HM -2 is found during Project implementation, SANTA ANA will immediately notify the Parties. The Parties are responsible for any HM -1 found within property they own to the extent provided by applicable law, and entry into this Agreement shall not cause that liability to be assumed by or transferred to any other Party. If HM -1 is discovered, the Parties will meet to determine the most cost - effective solution to deal with the HM -1 including, but not limited to, changes to the Project. Unless otherwise mutually agreed by the Parties, other Parties shall not be responsible for the cost of HM Management Activities related to HM -1 on another Party's property, if any. If HM -2 is found within Project limits, SANTA ANA will be responsible for HM Management Activities related to HM -2 within the Project limits. HM -2 related HM Management Activities during construction shall be paid as a Project construction cost. HM -2 related HM Management Activities after construction shall be paid from an O &M Fund in accordance with the terms herein. SECTION 10 REGULATORS CREDITS & OFFSETS If the Project is considered a qualified offset program by the Regional Board, such that load reductions create regulatory credits or offsets that may be traded among the Parties or collectively traded or sold to others by actions taken by a Party's Project Representative, the Parties agree that the credits will accrete to the Sponsors in proportion to their Sponsorship Share on Exhibit C2a or C2b, whichever is then in effect. Prior to- offering its regulatory credits or offsets for trade or sale to others, a Sponsor through its associated Project Representative shall first present such offer to the other Sponsors' Project Representatives who shall have a first right of refusal, to acquire according to their Sponsorship Share. SECTION 11 ADDITIONAL POINT SOURCE PARTICIPANTS 11.1 At any time the Project Facilities becoming operational, additional parties may wish to participate in the Project. Parties may initiate negotiations with others that move into the Watershed Area, such that they could enter into an agreement as all Additional Participant to receive regulatory compliance, offsets or credits offered by the Project, provided that the party appropriately contributes toward the O &M costs. 11.2 Additional Participants shall enter into an agreement with a term coinciding with this Agreement that is signed by all Parties. The Additional Participant shall agree to comply with the terms and conditions herein (excluding those pertaining solely to the Project's design and construction) and to pay invoices for their Cost Share of O &M costs within forty (40) clays of receipt of an invoice. Each Additional Participant shall indemnify and hold the Parties and ,IWA and each of their elected or appointed officers, employees, officials, volunteers, and agents from and against any and all actions, damages, liability or claims for death, injury, loss, damage or Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 31 of 69 23A -83 expense to persons or property arising from or related to, or claimed. to have arisen from or be related to, the willful misconduct or negligent acts or omissions of, or result from the breach of this Agreement by, such Party in connection with its participation in the Project or use of the Diversion Structure or other component of the Facilities. Additional Participants shall not have a Project Representative for this Agreement, unless such party later becomes an assignee or successor of a Party. 11.3 After entering into an Additional Participant agreement the Parties may amend the Cost Share percentages, with any material alteration in the financial obligations of the Parties requiring an amendment to this Agreement to be approved in writing by the Party's board, council, or governing body. Additional Participants' Cost Share shall include a premium above what is attributable to them by virtue of their Watershed acreage percentage, percentage of discharge or acknowledged benefit. An additional One Point Five Percent (1,5 %) premium shall be paid by the Additional Participant into an O &M Fund. The amount of premium may be revised by written approval of the Project Representatives. SECTION 12 SUCCESSORS AND ASSIGNS This Agreement shall inure to and be for the benefit of the successors and assigns of the Parties hereto. A Party shall not assign or delegate its responsibilities or performance rider this Agreement, nor any part thereof, without the prior written consent of the non - assigning Parties. Prior to any such assignment or conveyance, that Party shall provide the Project Representatives with the proposed assignee's written assumption of all of the respective Party's responsibilities and obligations pursuant to this Agreement. Such consent shall not be unreasonably withheld. Any purported assignment, conveyance or encumbrance of any of the Facilities without such unanimous written consent shall be null and void, In the event of any assignment, conveyance, and /or encumbrance of a Party's respective interests in the Watershed Drainage Area right-of-way, that Party shall provide the other Parties at least three (3) months' written notice of any such proposed transaction or event. SECTION 13 ATTORNEY'S FEES Unless otherwise specified herein, in any action or proceeding to enforce or interpret any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the Parties shall each bear their own attorney's fees, costs and expenses. SECTION 14 ENTIRE AGREENJM NT; GOVERNING LAW; ANIENDMENT; COUNTERPART; AVAILABILITY OF FUNDS 14.1 Entire Agreement. This Agreement including the Exhibits and all applicable permits and CPP constitutes the entire agreement between the Parties hereto and supersedes all prior agreements and ruiderstandings, both written and oral, among the Parties with respect to the subject matter hereof. Notwithstanding the foregoing, this provision shall not release any Party Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 32 of 69 23A -84 from any obligations under any prior agreements to be performed through the Effective Date or from any obligations of indemnification based upon events occurring prior to the Effective Date. This Agreement shall be construed as if prepared by all Parties hereto. 14.2 Governing Law. California law shall govern the interpretation of this Agreenent. Any action or proceeding brought to enforce the Agreement, or related to the Agreement, shall be brought in Orange County, California, notwithstanding the provisions of California Code of Civil Procedure Section 394. 14.3 Amendment. Any amendment to this Agreement shall be made in writing and signed by all of the Parties hereto. 14.4 Counterpart. The Agreement and any amendment hereto may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.5 Availability of Funds. All obligations of the Parties, including those exercised through the Project Representatives, under the terms of this Agreement are subject to the availability of funds appropriated for this purpose, and nothing herein shall be construed as obligating any Party to expend or as involving any Party in any other contract or obligation for the future payment of money in excess of appropriations authorized by law. SECTION 15 NOTICES Any notices given pursuant to the Agreement or regarding matters contained within this Agreement shall be deemed delivered upon personal delivery or five (5) days after deposit in the United States Mail, first class, postage prepaid, addressed to the Project Representative of each Party at the address included in the signature section. Notice under this Agreement shall be given to each Party and JWA using the following contact information, unless any Project Representative gives notice of a change in Project Representative or contact information pursuant to this Section, in which case the new information shall be substituted for the information set forth in this Section. Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 33 of 69 23A -85 Citv of Santa Ana Tyrone Chesanek, P.E. Principal Civil Engineer Public Works Agency - Construction 20 Civic Center Plaza M -22 Santa Ana, CA 92702 Phone: (714) 647 -5045 Email: tchesanek @santa- ana.org City of Newnort Beach Dave Kiff City Manager 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 Phone; (949) 644 -3001 Email: dkiff @newporibeaehea.gov City of Costa Mesa Baltazar Me] la Acting City Engineer Public Services 77 Fair Drive, 4"h Fir Costa Mesa, CA. 92626 Phone: (714) 754 -5222 Email: NABIL.TOMA @costamesaca.gov /li John Kennedy Executive Director of Engineering and Water Resources Orange County Water District 18700 Ward Street Fountain Valley, CA 92708 Phone: (714) 378 -3304 Email: jkennedy @ocwd.eom County of Orange/ Orange County Flood Control District Shane L. Silsby OC Public Works Director OC Public Works 300 North Flower Street Santa Ana, CA 92703 -5000 Facsimile: (714) 834 -2395 RE: D15 -013 FOl Diversion Project with copy to: John Wayne Airport Airport Director Barry A. Rondinella 3160 Airway Avenue Costa Mesa, CA 92626 Facsimile: (949) 252 -5044 RE: Santa Ana -Delhi Diversion Project IRWD General Manager Irvine Ranch Water District 15600 Sand Canyon Ave Irvine, CA 92716 Phone: (949) 453 -5300 Facsimile: (949) 453 -1228 Email: coolc(?Dirw .corn Santa. Ana -Delhi Channel Diversion Project Agreement D15 -013 r Page 34 of 69 SECTION 16 SEVERABILITY If any covenant, terns, condition, or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law unless that covenant, term, condition, or provision declared to be invalid is so material that its invalidity deprives any Party of the basic benefit of its bargain or renders the remainder of this Agreement meaningless. SECTION 17 NO THIRD PARTY BENI No customer, other person or entity other than the Parties and JWA shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement, either express or implied, is intended to confer upon any other person or entity, other than the Parties and JWA and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. SECTION 18 DISPUTE RESOLUTION The Parties desire to resolve as quickly and as amicably as possible any disputes as to the meaning of any portion of this Agreement, the validity of any determination or calculation, or the rights or obligations of the Parties pursuant hereto. Therefore, prior to initiation by a Party of any litigation or other proceeding in connection with this Agreement, the Parties shall meet and make good -faith efforts to resolve any such disputes on an informal basis. The Party that first raises a claim against any other Party in connection with a dispute shall be responsible for providing written notice to such other Party or Parties and initiating the informal dispute resolution efforts. Such informal efforts may include mediation of the dispute if agreed by the Parties involved in the dispute. Not sooner than thirty (30) days after diligent efforts to resolve a dispute have been initiated, if the Parties have been unable to resolve the dispute on such informal basis, any Party involved in the dispute may, in its discretion and after providing written notice to the other Parties that the informal dispute- resolution efforts are being terminated, proceed to take any and all such action to enforce or protect its rights as permitted by law and /or this Agreement. If a Party initiates informal dispute resolution with respect to a dispute, any statutory limitation for filing of a court action or commencement of any other proceeding shall be tolled for a period of days equal to the number of days that elapsed between delivery of the notice initiating informal dispute resolution and the notice terminating informal dispute - resolution. SECTION 19 TERMINATION AND EXPIRATION In the event that Project construction is not initiated within two (2) years of the execution date of this Agreement, this Agreement shall automatically expire, unless sooner terminated by a Project Representative written notice to all other Parties, or extended in writing by mutual agreement of the Project Representatives. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 35 of 69 23A -87 Once construction has begun, unless otherwise mutually agreed by all Project Representatives, a Party may not unilaterally terminate its obligations under this Agreement. Notwithstanding any termination of this Agreement, each of the Parties must comply with all terms and conditions of the Grants. In the event of a termination of this Agreement, each of the Parties shall be, responsible for finding and arranging an alternate means of discharging its respective duties or other Regulatory obligations, and for payment of any fines, penalties or costs incurred by that Party as the result of a suspension or termination. Unless otherwise terminated or extended, this Agreement shall be effective, for an initial tern of twenty -five (25) years commencing on the Effective Date, and shall automatically renew for a one time ten year term thereafter (the initial term and renewal terms shall collectively be referred to as the "Term"). Project Representatives may meet and confer to determine continued use, termination of this Agreement, transfer, closure, removal and /or abandonment of the Facilities or components thereof. The Project Representatives shall also meet and confer upon the fifteenth (159) anniversary of Project completion to assess O &M for the Project including the payment of the Parties' fair share of O &M costs. Prior to any termination of this Agreement, the Project Representatives are to agree upon demobilization or transfer of the Facilities and whether to sell arty part of it, the proceeds of such sale and outstanding Project debts and obligations shall be allocated among the Parties in accordance with their respective proportionate share percentages in Exhibit C2. Upon termination of this Agreement or abandonment of the Project, the Parties shall, within 120 days from written demand from JWA, remove the Diversion Structure and restore the Project Area as nearly as possible to the same condition as the Project Area was in prior to the execution of this Agreement. All costs of removal or restoration shall be borne by the Parties, in accordance with their respective proportionate share percentages in Exhibit C2, SANTA ANA shall be responsible and ensure that the Diversion Structure and appurtenant improvements are removed from the Channel and OCFCD or COUNTY right-of- way as specified by the Director, Regulations, and all applicable laws. SECTION 20 SURVIVAL CLAUSE The obligations regarding: environmental commitments (as set forth herein); indemnification (as set forth in Section 8); operation, maintenance, cost allocation and ownership (as set forth herein); and specific performance (as set forth in Section 21) shall survive termination of the Agreement, as applicable, and shall remain in effect until terminated or modified in writing by mutual agreement of all Parties and JWA or the applicable statute of limitations is reached. SECTION 21 SPECIFIC PERFORMANCE The Parties aclotowledge that monetary damages would be an inadequate remedy for breach of this Agreement, and that a Party's breach will result in immeasurable and irreparable Santa Ana -Delhi Charnel Diversion Project Agreenent D15 -013 Page 36 of 69 r•• harm to the other Parties. Therefore, in addition to any other remedy to which it may be entitled by reason of another Party's breach of this clause, the moving Party shall be entitled to seek temporary, preliminary and permanent injunctive relief from any court of competent jurisdiction restraining the other Parties from committing or continuing any breach. This clause shall survive any termination of this Agreement. SECTION 22 EXHIBITS This Agreement contains the following exhibits, which are attached hereto: Exhibit A -1 — Location .Map Exhibit A -2 — Santa Ana Delhi Drainage System Exhibit B — Preliminary Plan Exhibit C — Funding Table, Participant Shares & Estimated Costs Exhibit D — Temporary Construction Easement to the City of Santa Ana Exbibit E — Easement COUNTY to OCFCD Exhibit F — Grant Requirements Exhibit G — Insurance, .Bonds and Warranties Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 37 of 69 23A -89 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective Date written above. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: J se andoval C ref Assistant City Attorney CITY OF SANTA ANA, a Municipal corporation of the State of City Manager ATTEST: Maria D. Huizar Clerk of the Council ORANGE COUNTY FLOOD CONTROL DISTRICT, a body corporate and politic SIGNED AND CERTIFIED THAT A. COPY OF THIS AGREEMENT HAS BEEN By, DELIVERED TO THE CHAIR OF THE Chairwoman of the Board of Supervisors BOARD PER G.C. Sec 25103, Reso 79 -1535 County of Orange, California Attest: Robin Stieler Interim Clerk of the Board County of Orange, California APPROVED AS TO FORM Office of the County Counsel County of Orange, California M Deputy Date: Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 23A -90 Page 38 of 69 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the Effective Date written above. CITY OF SANTA ANA, a Municipal corporation of the State of California -0 APPROVED AS TO FORM: David Cavazos City Manager Sonia R. Carvalho City Attorney ATTEST: By: Jose Sandoval Maria D. Huizar Chief Assistant City Attorney Clerk of the Council ORANGE COUNTY FLOOD CONTROL DIST T, a body Corp to and politic SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN B3 DELIVERED TO THE CHAIR OF THE BOARD PER G.C. Sec 25103, Reso 79 -1535 Chairwoman of the Board of Supervisors Attest:. County of Orange, California -, o in Stieler Interim Clerk of the Board APPROVED AS TO FORM County of Orange, California APPROVED of the County Counsel County of Orange, California Date: 411re�' I L Santa Ana- Delhi. Channel Diversion Project Agreement D15.013 Page 38 of 69 23A -91 COUNTY OF ORANGE, apolitical Subdivision of the state of California airwoman of the Board of Supervisors County of Orange, California APPROVED AS TO FORM Office of the County Counsel County of Orange, California By. ep it Date: a -7- CITY OF NEWPORT BEACH, a California municipal corporation and charter c ity By: Dave Kiff City Manager APPROVED AS TO FORM: ATTEST: City of Newport Beach City of Newport Beach Aaron C. Harp Leilani L Brown City Attorney City Clerk Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 23A -92 Page 39 of 69 APPROVED AS TO FORM: t of Newport Beach Aaron C. Harp City Attorney u COUNTY OF ORANGE, a political subdivision of the state of California By: Chairwoman of the Board of Supervisors County of Orange, California APPROVED AS TO FORM Office of the County Counsel County of Orange, California Deputy Date: CITY OF NEWPORT BEACH, a California municipal corporation and charter city By: '1- Dave Ki f City Manager ATTEST: City of Npor�t Bli Leilani I. Brown City Clerk Santa Aua -Delhi Channel Diversion Project Agreement D15 -013 23A -93 Page 39 of 69 APPROVE F R ATTEST: Tom I e Brenda n� City Attorney City Clerk ORANGE COUNTY WATER DISTRICT, a subdivision of the State of California organized under Chapter 924 of the Statutes of APPROVED AS TO FORM 1933, By: Title: IRVINE WATER RANCH DISTRICT, a California water district, APPROVED AS TO FORM By: Date: Title: By: -- Santa Ana - Delhi Channel Diversion Project Agreement D15 -013 23A -94 Page 40 of 69 CI'T'Y OF COSTA MESA, a California municipal corporation By: Toni Hatch Chief Executive Officer APPROVED AS TO FORM: ATTEST: Toni Duarte City Attorney APP LE 6ge APPROVED AS TO FORM Brenda green City Cleric ORANGE COUNTY WATER DISTRICT, a Subdivision of the State of California organized under Chapter 934 of the Statutes of 1933. IRVINE WATER RANCH DISTRICT, a California water district. By: Title: Santa Ana -Delhi Ch nr,c[ Dkersion Project A reenent M5,01] Page10of 69 23A -95 APPROVED AS TO FORM: Tom Duarte City Attorney APPROVED AS TO FORM By: APPROVED AS TO FORM By: 4ZLWL, Joan . Arneson CITY OF COSTA MESA, a California municipal corporation C Tom Hatch Chief Executive Officer ATTEST: Brenda Green City Clerk ORANGE COUNTY WATER DISTRICT. a subdivision of the State of California organized under Chapter 924 of the Statutes of 1933, By:— Name: Title:_ IRVINE WATER RANCH DISTRICT, a Californi�atic� -,✓�^ By Pa 1 Cook_ General Manager Santa Ana -Delhi Channel Diversion Project Agreement Dt5.013 23A -96 Page 40 of 69 EXHIBIT A -1 Location Map .p PAULARINO AV Proposed Pipeline /Sewer Connection BAKER ST; L'1IFldM"til AAULARINO CHANNEL IF09) .........a.lgye Q- 7�M� •e �4 +e y�e�e ®' +ee��0 4Q N CCJi1Fi . 4d�P� '. ee 0 aoo t,000 c / U Feet t� O,�OG •/ ARLINGTON DR QA �Q' ✓ •gyp 1 0, 'A ' JOHN Q ✓ SANTAANA °` �'T /Q / WAYNE �J COUNTRYCLUB 'e+� '�? ``.� tlnr;icarfZ,arur�ci Q`� /�•�, ��`�� "otrlrcy Off. ;:route ��yhP1 6err� �� SQ® ®� PROPOSED Legend y DIVERSION ✓ z Proposed Diversion Pipeline ` STRUCTURE IN z�P ONE Existing Sewerline p`�e:�o ^� A, OCFCD Drainage Facilities % ✓ ® iP Pry+'= ;,�..�.! "� � ° — City oundaries •�• / iA' ,.ev a, ° c° G Y AlPiill, ORT RfF CH �4 COUNTY of ORANGE EXHIBIT A -1 OC PUBLIC WORKS �-a /� MAP OC INFRASTRUCTURE PROGRAMS LOCATION MA PROJECT. SANTA ANA -DELHI CHANNEL DIVERSION STRUCTURE SCALE;As Shown I AGREEMENT DIS•Q7.9 Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 41 of 69 23A -97 EXHIBIT A -2 Santa Ana -Delhi Drainage System Legend ° � N z COSTA MESA Q O 6 ® IRVINE NEWPORT BEACH 6� SA4 SANTAANA i t Unincorporated F11 Watershed Drainage Areas - -- OCFCO Drainage Facilities W 0 0.5 1 2 Miles M A R. NINE COUNTY OF ORANGE EXH I B IT A -2 CC PUBLIC WORKS OC INFRASTRUCTURE PROGRAMS hhR A IN A GE ^^ EA S PROJECT: SANTA ANA -DELHI CHANNEL DIVERSION STRUCTURE SCALE:As Shown I AGREEMENT DI5.013 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 23A -98 Page 42 of 69 EXHIBIT B Preliminary Project Plans Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 43 of 69 23A -99 Z CCC f A a Y d � ifiY s�5 sg} A .e v�3 �i £ K' . FAt 'i}i �N1 t 4� Y � S' S S 1 < £ RR }�' Wt R g gg. p�p qy € t,ri Iry K V C G x � III Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 43 of 69 23A -99 EXHIBIT C1 PROJECT FUNDING CONINUTD'IENTS M2 Grant $ 2,572,875.00 City of Santa Ana $ 1,900,000.00 OCFCD & County of Orange $ 1,600,000.00_ City of Newport Beach $ 1,500,000.00 OCWD $ 1,000,000.00 City of Costa Mesa $ 600,000.00 IRWD $ 195,000.00 Funding Total $ 9,367,875.00 EXHIBIT C2a PROJECT FUNDING PARTNER SPONSORSHIP PROJECT PERCENTAGE Funding Partner Funding Commitment Sponsorship Share* City of Santa Ana $ 1,900,000.00 33.93% OCFCD & County of Orange $ 1,600,000.00 28.57% City of Newport Beach $ 1,500,000.00 26.79% City of Costa Mesa $ 600,000.00 10.71% Total Fs 5,600,000.00 100.00% EXHIBIT C21b PROJECT FUNDING PARTNER SPONSORSHIP CREDIT /OFFSET'PERCENTAGE Funding Partner Funding Commitment Sponsorship Share ** City of Santa Ana $ 1,900,000.00 3179% OCFCD & County of Orange $ 1,600,000.00 27.61% City of Newport Beach $ 1,500,000.00 25.88% City of Costa Mesa $ 600,000-00 10.35% IRWD $ 195,000.00 3.37% Total $ 5,795,000.00 100.00% * After the initial 0 &M Deposit has been exhausted, the Sponsorship Share percentages in Exhibit C2a shall be used to determine: 1. The funding partners' respective participation percentages, 2. Credit /Offsets percentages, 3. Distribution of project savings, and 4.0 &M cost share in excess of the Initlal0 &M Deposit in accordance with the terms herein ** The Sponsorship Share in Exhibit C2b shall be used to determine 1. The funding partners' respective participation percentages except that for IRWD, the percentage and dollar amount correspond to IRWD's one -time lump sum payment, 2. Credit /Offsets percentages, and 3, Distribution of project savings during that period of time commencing when the funding partner paid its financial contribution perthis Agreement until the exhaustion of the Initial O &M Deposit, Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 44 of 69 23A -100 EXHIBIT C3 ESTIMATED PROJECT COST51 Item Description Unit Quantity Unit Price Amount 0 Project Administration (COSA) % 3% n/a $ 273,540.00 1 Design Engineering LS 1.00 $ 300,000.00 $ 300,000.00 2 Permits /ROW /Easements LS 1 $ 40,000.00 $ 40,000.00 3 Environmental Report LS 1.00 $ 50,000.00 $ 50,000.00 4 Survey LS 1.00 $ 60,000.00 $ 60,000.00 5 Pothole LS 1.00 $ 20,000.00 $ 20,000.00 6 Site Work LS 1.00 $ 950,000.00 $ 950,000.00 7 Channel Work L5 1.00 $ 1,101,000.00 $ 11010,000.00 8 Equipment /Discharge EA 7.00 $ 140,000.00 $ 980,000.00 9 14" PVC Sewer Force Main LF 8,475 $ 240.00 $ 2,034,000.00 10 Project Contingency % 20% n/a $ 1,024,800.00 11 Construction Management (COSA) % 8% n/a $ 409,920.00 12 Inspection & Testing (COSA) % 7% n/a $ 358,680.00 13 Inspection (County) % 150% n/a $ 76,860.00 14 Survey /Construction Staking % 3% n/a $ 153,720.00 15 Attorney Fees2 LS 1 $ 100,000.00 $ 100,000.00 16 0 &M (20yr) & Administration LS 1 $ 1,000,000.00 $ 1,000,000.00 17 Site Security /Cameras LS 1 $ 126,355.00 $ 126,355.00 18 Golf Course Impacts (Estimate) LS 1 $ 400,000.00 $ 400,000.00 TOTAL $ 9,367,875.00 Amounts above are estimates from an Opinion of Probable Construction Cost referenced as "Engineer's Estimate 15 -058" by AECOM dated 7/24/2015 based upon 60% Design Plans; including 20 year 0 &M costs, and was used as a basis to estimate the project costs and were revised accordingly to reflect adjustments amenable to the Funding Partners. SANTA ANA shall charge Parties its actual Project Costs in accordance with the terms herein. Estimate Includes paying Section 3.4 Invoice(s) for costs associated with obtaining easement rights and title acceptable to The Irvine Company, OCFCD /County, JWA and the Parties. Y. Bid Item 0 was calculated on the entire project costs, Bid Items 1 -18. Bid Items 10, 11, 12, 13, & 14 were calculated on the construction costs only; Bid Items 6, 7, 8, 9, & 17. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 45 of 69 23A -101 EXHIBIT C4 T'i CTTN/[A'T'Fn'7fL VV Au ng VT rr "qT.@ RRVAT111OWN3 1 Contract Administration $100,000 2 Inspection (monthly) $240,000 3 Solids Handling and Disposal (monthly) $430,000 4 Boom Reset (2 -year cycle) $30,000 5 Repair of Equipment $150,000 5 Diversion Utility Costs $50,000 Total $1,000,000 * O&M costs will be evaluated annually in accordance with the terms herein. a Amounts above are estimates from an Opinion of Probable Construction Cost referenced as "Engineer's Estimate 15 -058" by AECOM dated 7/24/2015 based upon 60% Design Plans. Estimates Include .5% allowance for All Risk Insurance and Wage Rates based upon prevailing wage rates for Orange County, Callfornia. Total wage rate includes hourly wage plus craft fringes and 32% burden with a typical work week of 1 eight hour shift per day/ five days per week. The Parties acknowledge OCFCD and COSTA MESA burden rates as Indicated in Sections 3.7 and 5.9 exceed that used to formulate the estimate above, and mutually agree OCFCD and COSTA MESA shall be fully compensated based upon their respective burden rates perthe terms of this Agreement. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 46 of 69 23A -102 EXHIBIT D Temporary Construction Easement Deed County to City of Santa Ana Exhibit D RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO; City of Santa. Ann 20 Civic Center Plaza M -22 Santa. Ana, California 92702 Attic: City Manager APN; DOCIPWATARY TRANSIVER TAR$,- _„_,___,� _ _ Computed on ale or'velua orpeapedy emlvnyed Exempt per Reveals R'raepdon Cato Section 11.022 _ Exempt flour ReoordingFees per Govt Cale SeWm27383 e.HaT. GF IYCWFA}R O. Devc A4Ml3e T,y'< FffvfiI NAM1Pr Unincorporated Area M Incorporated 0 Parcel Nos: Plvf- ,_,,,(F01 -20 .0,215) Project: Santa nZDolhi Channel Dlvixion TEMPORARY CONSTRUCTION EASEMENT DEED For valuable consideration, receipt; of which is hereby nnlntowledl,Ked, COUNTY Or ORANGE, a political subdivision of the State of California, (hereinafter refined to as "COUNTY'), does hereby grant to [Ire CITY OF SANTA ANA, a California ehmter city, (hereinafter roterred to as "GRANTEE') and its, succossor and assigns, a non-exclusive temporary constr uctwn easement (17touporory Easenn nt) In, on, over, upon and across that cortain real property (lte'oinafter reforved to as "Easement Area ") dosoribed in shl i1 , and illustrated in Exh•hlf i, which exhibits are attached berate, and made a pmthereo'f, COUNTY and GRANTEE, may sonrcGmes hereinafter be individually mfrrrod to As "Party" e,r Jointly as the "Partlew " The, rights horoin are gt'nnted for the purpose of allowing aotivlties related to the Santa Ana Delhi Channel Divamion Project ( "Proj cut') provided, however, that the exoroiao of said rights will not intetSere or impodo the operation and maintenance of thoSman Ana•Dalhi Diversion. Channel (hereinarffor'tho Chan cut " ), COUNTY's pub he golf course lessee business operations, or utilization of the propety for John. Wayne Airport purposes, GRANTEE'S tights shell include rights to GRANTEE, its officers, agents, employoos, eontraoton, and subcontraolors, to conduct construction activiNas, inalnding excavation and grading associated with die couahuction of a Divoision StaTncture requiring mod.iflontioas to the existing Channel and installation of subsurf lee, pumps, wet well, pipoljnes and a senor force main ("Facility ") within a portion of the Easement awls Mn•belln DiVeialon Proj xt (FOn'1'CF. 05192016 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 47 of 69 23A -103 Exhibit 1) Area; and activities associated with realigmuent of an access road, GRANT'EE'S rights shall also include the right to park or place vehicles, equljmaent or,slorage containers and to store or stockpile constuclion materials, tools, implements mad other construction related equipmeut and materials, in the Easemenl,Aaca as the case may be. The Parties agree the exercise of the tights granted herein shall be in confmmity with the terms of 1110L certain Santa Ana -Delhi Channel Diversion 13pjoct Agreement D15 -013 dated It is understood and iltmod by the Parties hereto and their successor and assigns that the rights granted in this Temporary Easement shall be subject to the following terns, conditions, and reservations: I . TERM This Temporary Easonent shall be effective for a maximum peod of twenty- -four (24) months ("Terna'), commencing on OMIT]' written nalice to the Airport Director and the Director GC Public Works, or their designees, of connnencomem of possession, and shall terminate upon recordation o£ a. Notice of Completion, or at the end of the Term, whichever first occurs. The Tontt may be cxteuded by mutual agreement of the GRANTEE, the Airpot Director mad Director of Pub he Woicsortitcirdesignees. Anyrequest for extension must be in writing, shah state dtoroiluosted extension Period, and he 1'mwarded to rho Airport Director and the Director of Public Works vin Expre ®s or Certified U.S. Pastat Satvice, personal delivery, by oouriei' or by Overnight delivery service and xdth'cssed as provided herein below in ,Section 11. ( Notieo) no later Uama thirty (30) days' infinite the expiation.o£tltc Term of this Temporary Easement, Approval, of such request', shall be deemed denied unless both Directors or their designees provide GRANTEE with written Approval at the requested extemion within fifteen (15) days of receipt of the request to extend, which approval shall not be unreasonably withhold. In no event shall this Temporary Easement be extended beyond 31 GRANTEE RESPONSIBILITIES GRANTEE hereby acknowledges that thre Easerent Area lies in, on and about die Channel, a regional flood control facility. GRANT "EE shall perform all wort, in such a mannor that will allow for tmobstmoted fiend control. Operations and rnaintoname of tho Channel by COUNTY or the Orange County Flood Central District ( °'Dieteiel''0• GRANTEE shall have all construction plans and specifications approved in writing by the Airport Director and the Director o'fPublic Works or their designees prior to commencement of any wont ha, on of about me Easement Aiea;. and upon completion of any such work, GRANDEE shall immediately notify both Directors or their designees in writing of such completion. Any change orders to the approved plans and specifications that Alta the dwign shall be submitted for Abpert Qilector and the Director o'fPublic Work's written approval through the County Property Permit process prior to implementation of the design change. Approval of GRANTEE'S construction and/or rmdntmnuweplans stall not be doomed Approval'f)•mn the standpoint of structural safety, suitability for purpose or oanfonmmee with buihhitg or other codes or othm' governmemalraquiraments. COUNTY is not responsible for poun,itting Of any construction and/or maiuten;utce, design, nssmnptions or awuraoy oPGRANTf?E'S constmotian mul/or nudntonance plans. DixAotor approval will be based on the professional expertiso of the Engineer of Record when approving GRANTEE'S conslructian and/or trip intenunoc plans. GRANTEE shall, at no cost to COUNTY; maintain the Easement Area and Channel run good repair and in safe condition, And protect in place any slope features, troop and/or landscaping within the Easement Area a'anrn MmDe161 nM,, nn Peojw (FOR) Tag i 051WO16 Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 48 of 69 23A -104 Exhibit D throughout die Tonm, including any extensionperiod, of this Temporary Easement. Notwithstanding the foregoing, %aid.teatures may be removed or relocated if approved by tho Airport Director and the Director of PublieWor'ks through the County Property Permit process, GRANTEE shall, at no cost to COUNTY', conduct All activities, including but not limited to the storage at Ann torials, in, on, or about the Easement Area in a safe, good and wurlunanlilee manner and in compliance with all applicable building, fire, and son itary laws, ordinances, and regulations and shall maintain all equipment, used in on or about the False iinu. Ara in good ropair and in safe condition. Aigcrt Direetormay, athis solo discretion, direct GRANTEE to remove itoing from the Easement Alva, if deemed to be a hazard or nuisanco. GRANTEE aclatowledgm !lie Easement Aron is shunted on COUNTY property with certain recorded deed restrictions anti conditions prohibiting use of de land for any purpose which would corwtituto it nnisanin or be offensive to ilia senses, 11001111 or safety of parsons occupying the hurl in adjoining land. CI ANTES agrees to make every effort fa accommodate for the aforementioned nuisance deod restriction in the oxeroise of its rights heroin. COMPLIANer. wrI'id REGUI.,ATORY AUTHORITIES GRANT EL' shall, at its own east And expense, promptly and at all tirnus observe, comply with And curry out all present and future ordem regulatiorn, directions, rules, laws, ordinances, permits and rcgiri[amcnts of all governmental authorities, ineludhtg but nor Exalted to environmental regulatory Authorities, with jurisdiction in, on, over and about the Easement Area, which arise floor GRANTEE'S use of or performance of any activities permitted to be conducted in, on , over, or across the Easertctrt Area. In Addition, GRANTEE short minion that all activities in, on, over or about the Easement Arco are performed in accordance with any NPORS (Naticast Pollutant Discharge Elimination System) peanit requirements or other• water quality statutes, regulations, ordinances, or permits, applicable to such activities, including but not limited to ago of appropriate beat management practices, so as to came tint pollutants are not disolurrgod We the Channel nor into the flood control system. Prior to the start of any construction. activity, GRANTEE skill provide Airport Director mid Director of public Works A copy of their Water Quality Management plan (WQMP) for approval, No approvals or cons onts given hereunder by COUNTY, as a party to thin Temporary Easement, or concuncnce by District shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules or regulations. C10NDl•11ON OF Ir.ASE:Mfi;N'1` A'RRAIJPON TERMINATION Prins to the riling of'the Not'Ice of Completion. or to the expiration ofthis "Cenipmury Easement', whichever' first occurs, GRANTEE agrees At its expense to restore the Easement Area to the Airport Director's satisfaction. Said restoration shell. inclmlo, but not be limited to the removal of construction materials (including stockpiled material), equipment, slid trash and debris. GRANTEE, agrees under no circamslarca^r shall the Chanel, Facility and other fmprovetnentg and /or facilities within the Ememcnt Area be left or returners to COUNTY in a sale ofpartial completion or disrepair. Upon gervico of written demand from the Atgnort Dirm tor, or designee GRANTE4 An 11 deliver to CO(INTY, At no cost to COl1NTY, a Quitclaim Deed to GIL4NTFI,'s right, title and interest h.utamider. salmMa')XIlil nivnrylaa Pr*0(ralla'Cd'a 3 A5192ni6' Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 49 of 69 23A -105 Exidbit D 6, IvIECEIAMCS LIENS Olt STOP - NOTICES GRANTEE shall at all tmos indemnify, defunct with counsel Approval in writing by COUNTY, and save COI1N'TY and District hamnleas from all claims, losses, demands, damages, cost, exponses, or liabilities in connoction with the use, construction, repair, Alteration, or 'installation of any portion of the Facility within, upon, or trader tho Lamancat Arm, and from the cost of defending against such clains, including roasonablo attorney fees a oil Coats. In die event alien or sLop•noLice is imposed upon the Easement Arwr ns a result of avuh construction, repair, Alteration, or ieamilation, GRANTEE shall either; A. Record A valid Rcleaso of Lien, of B. Frocure and record a bond in accordance with Section 3143 or31%, of ilia Civil Code, which froos the Easement Area from die claim of the lien or atop - notice and from any action brought to foreclose the lien. - 7. HOLDHARMLESS GRANTEE acknowledges Cho Ensument Area is in, on, and over the Chatnel and may be subject to all hazards associated with flood Conditions and COUNTY's public golf course lessee business operations. GRANTEE a,nms to assume all risks, financial or otherwise, associated therewith. GRANTEE hereby releases and waives all chums and mcotuse against COUNI.'Y and District including the right of contribution for loss of or damage to property, or injury to or death of any person arising from, growing out of or in any way cermucted with or related to this Temporary Easement including any damage to or loss of GRANTEE'S equipment and material, die Facility or interruption of the Erotical or use of file Easement Area caused by erosion, flood, er_flood overflow conditions of the Channel, or caused by the operation, maintenance, repair, reconshuction, replacement, enlargement or improvement of the Channel or' by District's flood control opera(has, except claims Arising' front die gross nogligonce of COUNTY And/or District, tieh officers, agents, emptoyees and contractors. GRANTEE hereby agrees to indcrmtify, . defend and (told harmless, COUNTY and District, their elected and Appointed officials, officers, agents, employees , contr•actmw and tosespecial distlids and agencies which COUNTY's Board of Super iisors acts as the goveraing Board against any and all claims, nations, contractual, condemnation, inverse condemnation, judgments, arbitration awards, settlements, losses, demands, damages, cost, ohden's, penalties, And expenics including legal costs and attorney fees or liability for injury to or death of any persons, or loss of or damage to any property, ht connection with or Arising out of die Project or die use of or operatiors or activities conducted in, on, or over die Easement ,Area, and/or the oxercise of tie rights under tits Tempor'nly Easenwat by GRANTER. its agents, officers, amployees, invitees or llconsocs eseept.'for liability arising out of the concurrent active, or sole negligent acts of COUNTY, and/or District„ Heir elected and appointed officials, officers, agents, employees or contractor including the cost of defense of any lawsuit arising therefrom. If COUNTY and/or District.is /uro named As coAafeidarrt (s) in a lawsuit, GILIW E'shall notify COUNTY of such foot and shall repmaent DISTRIC'I'/COUNTY in each legal action unless otherwise con'flimnd nut. It'judgmem is entered against COUNTY/Distrlot and GRANTEE. by it court of competent jurisdiction or jury because of die (notions conduct of COUNTY /District and GRANTEE, COI NIY and GRANTEE agree that liability will be apportioned as detcrmined by tie court or jury, as applicable. GRANTEE acknowledges that it is familiar With the language And provisions of G,lifernia Civil Code Section 1542 which provides as follows: SIAQ Ann -Ad@I nlvenlm, Pmiect(aol) '1 rt 4 05151016 Santa Ana -Delbi Channel Diversion Project Agreement D15 -013 Page 50 of 69 23A -106 I;Ablbil. D A general release does notactwsd to claims which the creditor dues not Ilrow or srupect to exist In his or her firvor at the trine of executing the release, which, if lrnown ray him or her, must have materially affected hit or her settlemant with the debtor, GRANTEE, being aware of and undoratanding the terns of Section 1542, hereby waives all benefit of its provisions to the extent described in We section. S• GRANTR.E'S LIABILITY. IsOR HAZARDOUS ORTOXIC WIATFRIAIS(PMESMill GRANTEE or GRANTEE'S employees, asettle, independent aortracturs or invitees ("GRANTEE Parties ") shall not cause or permit ally "Hazardous Material," as hereinafter detiued;'to be brought upon, kept, stored, used, generated, released into the onvaomnent or disposed of nn, under; from In, on or about the Easement Area, Notwithstanding die foregoing, GRANTEE or GRANTEE Parties may use or keep small quantities of lInzadous Materials on the Easement Area flint are used in the ordinary, customary, and hrwlid conshvction . opwaflus cuudueiad on the Easament Area, If GRANTEE, or GRANTER Patties breach the obligations stated herein, or if contamination of die Basement Area by Hazardous Material otherwise occurs for which GRANTEE is legally liable to COUNTY for damage resulting therofivmi, than GRANTEE shall indemnify, defend and (told harmless, COUNTY andiorDistriot, And their elected or appointed officials, officers, agents, and employees fmm any and all claims, judgments, damages, penalties, firms, costs, liabilities, or losses (including, witbout limitation, diminutiaa in value of the Easement Auea, sums paid in settlement of claims, attorney fees, consultant fees, and arpert witness fees) which miso during or after GRANTEE's use of the Resonant Area as a result orsunh aitWareditutier. This Indemnification hneludas, without limitation, costs incurred by COUNTY in concoction with any invcsiigatioll of site conditions or any oleamp, temodial, removal, or restoration work required by any Want, state, or lout govomrinemtal entity or agency because of ITazarious Material having been introduced, placed or released by GRANTEE, and therefore, being proscnt in the soil or ground water under the Easement Area. GR ANT'EE shall promptly talco all action, at its sole cost and expense, as is necessary to slain, remove, and restore the Easement Area to its condition Prior to tho introduction of Snell Hazarvlems Material by GRANTEE, provident GRANTEE shell first have obua tuxl Director's written approval and dui approval of any necessary governmental entities or agencies for any such ranedial action. As used hernia, the term'Thiiardous Material" means ally hazardous or toxic substance, material, or waste which is or she Itbeoomo regulated by any governmental entity or agency, including, withmlt hininndon, the County, the Stull) of California, or dna United States goverru hint. 91 RESP.RVATIONS COUNTY hereby roscives for itself and District and their respective successors and assigns, such surface, subsurface, and aerial rights in rho Easement A'ea as will not unroasouably intorfao with or prohibit Oman by GRAMME of the rights and easementlicrein granted. In the event COUNTY oxercises such rights to utilize the Easement Area which use results in the disturbance of the Easement Area, COUNT'Y's only responsibility shall be to backfill with compacted oadr to tine grade of the surrounding property following completion of such activity, 10. CONVEYANCE SUIVECT TO EX'IST'ING INT111RES'TS This Temporary Eaisernent is subject to existing contracts, Ioaes, licenses, casements, limamebrauces, and claims which may affoot the Easament Area and tho use of rho word "gran" herein ahall not be construed as a covenant against the existence of any thereof. Sis. MU.t)dhi Divmin lRqJ'A(Pot) 1013 5 05192016 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 51 of 69 23A -107 Exhibit 1) Nothing contained heroin, or in ally doerunent related berates, shall be construed to imply the oonveyanco to GRANTEE of rights in the Easematt Area which exceed those owned by (7OUN'TY, or any representation or warranty, either oxpress or implied, rotating to the nature or condition of the Easement Area or COUNTY Is inlauesttherein. 11. NOTICES All notices, documents, cmxespondonce and communications concerning thin T'rmporary Ensoment shall be addressed as set forth in this Section, or as die Parties may horeatter designate by written notice, and aball be set through ale United States anvil with postage prepaid. Any such mailing shall be deemed served or delivered twenty -fair (24) bow's niter mailing. Each Party may change the addruss for notices by giving the other party at least ten (1.0) calendar days' prior written . notice of the nety address. Notwithstanding the above, either Party may also provide notices, dourumonls, correspondence, or such other conununiaatians to the other by personal delivor•y and so given shall be deemed to tine beat given upon receipt. Director of OC Public Works Shane Silsby 300 North Flower Street Santa Ana, CA 92703 -5000 - Facsimile: (714)834.2395 RE: D15 -013 Santa Ana -Dollar Diversion (FO1) Sohn Wayne Airport Airport Director Barry A. Rondinella 3160 Airway Avenue Coals Moir, CA 92626 Facsimile: (949) 252-5174 RE: Santa Ana-Delhi Diversion Project TCE 12. VENUE (PME313.1N) City of Santa Ana City Manager 20 Civic Center Plana M -22 Santo Aida, CA 92702 Phone: Pax: Emaik Tito Parties hereto agme, that this Temporary Easement has been negotiated and exeauted in the state of California and ship be governed by and carretruod[ wider the laws of California. In the event of airy logal action to enforce or interpret this Tempormrcy Ltasemral, the sale and exelnsjve venue shall be a court of compotordim isdict'ion located in the County of Los Angeles, California, and the Parties hereto agree to and do hereby submitto kite jurisdiction of such court. Fuiiharmore, absent good cause shown, the Parties hereto specifically agree to waive any and all rights to request that an action be hanstbired for trial to another county. 13, WAIVER OF RIGHTS (PMES14.IS) The failure of CCANfY to insist upon strict performance of any of the forma, o ivenanls, or conditions of this Temporary Easement shall not be deemed a waiver of any tight or remedy that COUNTY may have, and ahull not be deemed a waiver of the right to require strict poefonnnnee of all the terms, covenants, and conditions ofthe Temporary Easement thernathr, nor a waiver of any tonicity for the subscquent breach or default of any toxin, covenant, or condition of this Teruporaty Executrix. Saint fam -Delhi Dlvemlon PYOJUCr(na1J TCa 6 031.P1016 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 23A -108 Page 52 of 69 Exhibit D 14. SF.VERABILITY(PMES 15, IS) If any term, covenant, condition, or provision of this Temporary Easement is held by a court of eanp stem. jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall room in in fill force and effect and shnIt in noway be affected, hnpah ed or invalidated 0roroby, 13. ATTORNEYS' FEES(PMESMAS) In any action or proceeding brought to enforce or interpret any provision of this Temporary Easement, or where any provision boreal is validly assatted as a defense, each Party shall bear its own attorneys' fees and costs. 16. SUCCESSORS AND ASSIGNS(PIvIES 13.13) The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, a;oceutors, administrators and assigns of the Parties beano. - 17. AUTIIORITY(PMES20. IS) The Parties to this T'emporaryPascnant represent and warrant that this Temporary Enson eat has been duly authorized and executed and constitutes tho legally binding obligation of their respective organization or entity, ortorenabto in accordaneo with its terms. IS. FAA CONDITIONS AND RESERVATIONS A. COUNTY hereby roaorves unto itself and its operator John Wayne Airpoat, and their respective successors and assigns, for the use and beuofit of the public, alight of fright for the passage of aircraft in ([to airspnoe above the surface of the above described real properly, together with the right to cacao in said airspace such noiso as inay be inherent in the operation of aircraft, now known, or hereafter used for navigation of or Bight in the said airspace, and for use of said airspace for landing on, taking off from or operating on John Wayne Airport. B. GRANTEE by entering into this onsoment, expressly agrees, for itself, its successors and assigns, that it will not erect nor permit the erection of any structure or building nor permit object of natural growth or other obstruction on the above described rent property above a height as determined by the application of the re luiienton(s of 14 C.F.R„ Pal, 77 (FAR Part 77). Itt the event the aforesaid covenant is breached, COUNTY reserves the right to enter on the obovo descibed real property and to ramove the olfondhtg structure or object and to out the offending natural growth, all of which. shall beat the expense of the GRANT IM. C. GRANTEE by entering into this onsoment, expressly agrees, for itself, its successors and assigns, that it will not make use of the above described real properly in city manner which might interfere with the landing and taking off of aircraft at the John Wayne Airport, or otherwise constitute an airport hazard. In the event the aforesaid covenant is hruwlredl, the COUNTY reserves the right to enter on the said real in'operty and cause the abatement of such hucforenee nt die expense of GRANTEE. 1). Cd'2ANT13E expressly agrees, for itself, its aucwsams and assigns, that irrrequired, it will rite Federal Aviation Adnnivstration (FAA) Form 7460.2, Notice of Proposed Construction or Alteration (or such ottur official form as designatod), for the purpose of ah'apace ovaluation for cry std all eurod slid future Q01vin lotion or modification proposed on the above doserrbed real property. Signature Pages to 17011ow anntn /ma-Delhi DWN'slon Project (for) WIS 0192016 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 53 of 69 23A -109 Approved as to Form Office of the County Counsel Ormage County, California Pyt ....._ ..... _.. Paul M. Alharian, Senior Deputy Date: Exhibit D o JNTY COUNrY OF ORANGE, a political subdivision of the State of California Lay: Dairy A. Rondinella, AitporLDu actor Dates; Per Minute Order dated ie identity of the imAvidunl. w4c, signed the documom to Aria eordniaato is attaehad, acrd set Ilia truthfulness, root davorthindooumean, ACKNODWUDGMT:'N'1' STATE OF CALIFORNIA ) On 20 — 20 — before me, (henart name arNolnry Paolio R title) personally appeared . _ _,who }roved to me onthe basic of satisfactory evidence to be the formon(s) whose name(s) is/aro subscribed to the within ilnsnmment and acknowledged as me that Wshehhoy executed the same in his/her /their. mahorised capoelty(ies), and that by hisMmr /their sibinulnre(s) on the in;uvinort the por:1an(s), or the entity upon hahatr of wbich the porsou(s) sated, asaeuted the instrument. I o ntify under PENALTY OF PERJURY under the laws of the St¢to of California ilia' the fro egohsg paragraph is true end current. WITNESS my hand and official seal (Seal) SanWAnMDand Diversion Relied(M)TCE 8 Santa Ana -Delhi Channel Diversion Project Agreement DI5 -013 23A -110 a5MG16 Page 54 of 69 li"Alibit D G1L1N'L'FIi; Approved as to Form MY OF SANTA ANA, a California charter city By_..._ By .._._._____. .._..._.._._.....r.___..._._.._ Doke: mly the identity of (lie helvhdual who signed Itta domament to .vtdch ads certificate is attachal, and not the firs m0sa, sec n• validity of that docurvexd STATE OF CAUFORNTA ) 7 coutvrY of __..._...._._._..) Date: AC10O1WLEDGMENT On 20 _..._ before me, (amen cams of Nataty rublle A title) personally appeared,,.___,_,_ _ _ , who proved to me ontho Amts of satisfactory evidence to be the pemen(s) whoso name(a) lemo subscribed to the within instrument and acknowledged to me d at he/sha /they amen ited the sane in his/Irur /ttrah mahorisnd napuaity(m), and that by his/herhheir signaluse(s) on the instrument the penon(s), or the entity upon. behalf of which the person(s) aotcd, executed the instrument I certify under PRNALTY OF PIW RY,Y trader that laws of the State of California that the fcrogoing paragraph is tote and correot. WITNESS my braid and offmiel seal, Signature_ (Seal) Santa Nm-Deihl DlvGsles nlJoet(yal)TCa 9 WON" Santa Ana -Delhi Channel Diversion Project Agreement D15 -p13 Page 55 of 69 23A -111 Exhibit D CONSENT TO GRANT Or TENVORARY CONSTRUCTION EASEMENT DICED THE IRVINE COMPANY, at coeporatiml, does hereby consent to dw Pnegoing grant of Us Tomporary Construction EasemclutDeed; provided, however, that such consent shall apply to said Tomporary Construction Easement Deed exclusively, and thatsuch consent shall not be deemed or field to waive, release, alter, change, impair or in any manner a lreot any of the covenants and Condidous provided in t'Ira deed dated June 30, 1958 by which the- undorsigned conveyed to die County of Usage the property described to said Temporary Construction Easement Deed. THE IRVINE COMPANY 0 By;. sasmAOa -norm Lawman vrJemtcuq TM 10 05192016 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 56 of 69 23A -112 Exhibit D CERTIFICATE OF ACCEVI ANCE TIIIS IS TO CERTIFY, blurt the interest conveyed by Us Temporary Construction Basement Deed treat tho County of Orange, a political subdivision or die State of California., to the City of Santa Ana, a California chrutcre city, is hereby accepted pursuant to authority granted to the undersigned b➢ order of the Santa Ana City Council on _ ,20� subJcct to the terms, conditions and resorvations sct forth therein, and CRANTEB consents to the recordation of said Tempormy Construction Easemeat Deod, GRANTEE CITY OF SANTA ANA BY! _ —_ —� Date: M "PEST: City Clerk By 8 M An.Dmid Diva W Pmlur crnq TOE 11 asisiote Santa Ana -Delhi Channel Diversion Project Agreement D15-013 Page 57 of 69 23A -113 RECORDED AT THE REQUEST WHEN RECORDED MAIL TO: Countyy of erango CEOfltaat False 300 North Plower Santa Ana, California 92703 Mail 'r pax ,Stsunneats as shown above Q Unincorporated Area rj Ircorporand, City ofNewporr Itench EXHIBIT E Easement Deed EXHIBIT E This Is to t0tify that this document is exempt front recording fees per Govt. Coda See. 27363 and is exempt 6 "am Doeumcntary Transfer Tax per Rev. Si Taxatlon Code Sec. 11.722. By: A'U&E OF D6l'FARANT OR AUUNTMERRUNNO TA. - Porool No.: FOI- 215,1701 -_ Project: Santa Ana-Delhi Diversion Chanel EASEMENT AMENDMENT DEED rOR A VALUABLE CONSIDERATION, reeoipt of which is horeby acknowledged, this nmonchnon,t ( "Amendment ") to that certain Easement Deed dated and recorded on August 8, 1961 in Book 5862, Page 311 of the Official Records of Orange County, California (` Easemmrt") attached hereto as Txhlblt C is entered beto by and between COUNTY OF ORANGE, a political subdivision of die State of California, its successors and assigns (horeinallor rofmrml to as "GRANTOR "), and the ORANGE COUNTYPLOOD CONTROI" DISTRICT, (a body corporate and politic, hereinalt'er reforreed to as "DISTRICT ")(GRANfO$. and DISTRICT may sometimes hereinafter be individually referred to as "Party" or jointly as " Parfies'J. RFC "1' S 1. Pursuant to the Easement, DISTUM' holds a perpetual easement and Aglrt of way for flood control proposes in, over and across that certain rand property idanti'fied and described in that dootineat as the easement area within Parcel PO1.215. Pursuant to these Easomcrrt tights, DISTRCT operates and ranintuins its flood control facility known its the Santa Ana- Dcllri Divorslon Channel, Facility No. P01 (the "Pacillty" ). Page I of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15 -C13 Page 58 of 69 23A -114 EXHIBIT E 2. The County of linage, Board of Supervisors on _ __- approved Santa Ana -Delhi Channel Divorsionitrojuet Agrecmtmt D15 =013 among GRANTOR, DISTRICT, City of Santa Ann, City of Newport l3each, City of Costa Moss, Orange County Water District and the Irvine Ranch Water District in f athormce of n. regional watershed project to divert thy- weather urban discharge flows and trash. Prom tho 5anht Ana -Delhi Diversion Clamrol to satisfy water quality compliance requirements ('Project"). 'hnplernentntion of'the Paojzct entails construction of a Diversion Stnrclure regpiring moditioaGons to tho existing Facility and installation of subsurface pumps, wet well, pipelines and a. sewer force main within a portion of the Easement Area, and ratligament of lit access road. 3. By this Amendment, the Parties intend to modify the existing Easement to add in additional easement area, ,referenced as Parcel F01. - _immediately adjacent to Parcel FOl- 215 by this Amendment. Parcels 1301.215 and Parcel Fo 1- 4. 'rho Parties understand anti agree to comply with Hie terns, conditions and obligations of that certain Grant Deed recorded June 30, 1058 in Book 4332, Page 308 in the Official Records of Orange Canary, California which vests all rights, . title, and interest in the Easement Area (tar defined I emin below) with GRANTOR. S. The Parties intend to add terns to the existing Easement to foster col laboration. in their joint rise of the subject property, 6. Other than tire, torus heroin, this Amendment shall not othcrwin affect, alter, or change the Easement. As to any inconsistency oxisling between with Hie terms of this Amendment and the terms in the Easement, cite Parties agree Hie terms of this Amendment shall control 7, For the nbavc stated reasons, the Patties agree to amend the Easement with the terms and conditions herein to apply to the Easement Area, NOW,, THERE FORK for valuable consideration, receipt of which is hereby acknowledged, tie Parties agree to the following terms, conditions, unit reservations: A. RECrrAL9 Each of the above Recitals is incorporated herein and is hue and correct. B. INSERT PARCEL P01- I tiGAT '17P +4CPiIP'PION A,�?D 1)Fljjf"J'I(7N GR.ANI'OR hereby oonveys to DISTRICT the ability to oxeroise its rights purmant to the Easement in, on, under and over land urtmediately adjaocmt to the existing Parcel FO 1 -215 easement area, upon land reforrud to herein as Parcel E01- as doTned hl hih' nud dzpintud in'Lr.itiiVt B, each attached hereto and incorporated herein. C. ADD SECTION .1 'file following is hereby added to Hne Easement as Section 1: Section 1. The above legal description for Parcel 1701.215 Lord the attached legal description in RxII for Parcel POl- _ as depicted in Exhibit E, which exhibits are atachud hereto and by reference made a partInereof, shall collectively de'frnz the 0Tweement Area" for Hie rights conveyed herein. Page 2 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 59 of 69 23A -115 EXHIBIT E D. ADD SECTION Thc£ollowing is hereby added to the Easement as Section 2: Section 2. All notices, documents, correspondemo, and conununieations concerning the ,perpetual easement shall be addressed as set fortis in this paragraph, or as the parties only hereafter designate by written notice, and shall be sent thivugh the Unroll States mail, duly registered or oortilied with Postage prepaid. Any such nuriGng shall he domue<t served ar delivered twonlyefour (24) boors. slier nmlling. Estill Party may change the address for notices by giving the miner party at least ten (10) calendar days prior written notice of the new address. Notwithstanding the shove, a party may also provido notices, doeaments, Correspondence, or such other con rminications to the other party by personal delivery or regular mail and, so given, shall be deemed to leave been given upon receipt if provided by personal delivery or folly -eight (48) hours after malting ifprovided by regular mail. If to GRANTOR: County of Orange c/o 101111 Wayne Airport Airport Director 31.60 Airway Mean Costa Mesa, CA 92626 Faesimile:(949)'252 -5174 RE: Santa Ana -Delhi Diversion Project Irto DISTRICT; Orango County Flood Control District do Director, OC Public Works P. O. Box 4048 RE: D15 -C 13 Santa Ana -Delhi Diversion (FCl) Santa Ana, CIA 92702 -4048 E. ADD SECTION 3 The following is hereby nttdod to die Easement as Section 3: Sectio0. GRANTORagrees that it shall not grant any surface, subsurface or aerial rights in the Easement Meats will unreasonably haterfcre with or prohibit the use by DISTRICT of the right's and easement herein granted, GRANTOR reserves all rights compatible with and not prejudicial to DISTRICT exercise of the rights and coisement herein granted; provided, n , improvements shall be contracted, placed or permitted within, upon, under or above the Easement Alva oldil such construction and/or mainterrsnco plans have first boon approved in mriting by the Airport Director and the Director of Public Works of County of Orange or thch designees. D'u•oetor approval of GRANTOR "s plans shall not be deemed approvat from die standpoint of ahuohiral safety, suitability for Purpose or conformance with building or other codes or other governmental requirements. P. ADD SECIION 4 The following is hereby added to this Easement its Section 4: Section 4. FAA CONDITIONS AND RESERVATIONS A. COUNTY hereby reserves unto itself and its operator John Wayne Airport, and their respective successors and assigns, for the use laid benefit of the public, a light of flight for flue passago of ain'crnfi in the airspace above the surface of the above described red properly, together with the right to cause in said Page 3 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 60 of 69 23A -116 EXHIBIT E airspaoo such anise as may be inhorent in the opuatiou of u1sxaft, now known. or hereafter used for navigation of or flight in the said airspace, and for use of said airspace lot landing on, taking off drom or operating on John Wayne Airport. B. DISTRICT by entering into this easement, expressly agrees, for itself, its successors acrd assigns, that it will not crootnor permit the erection of any strnetm•e or buildhng nor porrilit object of natural growth or other obstruction. on the above described real property above a height as doter mined by the application of the requirements of 14 C.R.R., Part 17 (TAR Part 77)1 In die event the aforesaid covenant is broached, COUNTY reserves die right to enter on the above deaueibed real property and to remove the offending structure or object and to cut the offending natural growth, all of which shall be at the, expenso of the DISTRICT. C. DISTRICT by entering into this easement, expressly agrees, for itself, its successors and assigns, that it will not make use of the above described real property in any insurer which might interfere with the handing and taking off of aircraft at the John Wayms Airport, or otherwise constitute an airport hazard. In the event die afnresaid covenant is broached, the COUNTY reserves the right to enter on the said real property and cause the abatement of such interference at the expense of DISTRICT. D, DISTRICT expressly agroes, for itself, its successors and assigns, that if required, it will Ilia Federal Aviation Administration (FAA) Farm 7460 -1, Notice of Proposed Construction or Altoration (or such other official farm as designated), fn the purpose of ahspaeo evalrtation for any and all current and future construction or modification proposed on die show described real proporty. G. AADDQ 9ECTI :W 5 The following section is hereby added to the F,asancnt as Section 5: Section 5. ACCESS TOEASE?vfENT AREA DISTRICT agrees to notify GRANTOR'a Airport Director or designee prior to DISTRICT's commencement of, repair or relocation work ht the Easement Area. GRANTOR shall have the right to dosigaato die access to the Easement Area through, GRANTOR's property by written notice to DISTRICT. This designated access route shall reasonably accommoilato DISTRIC'T'S maintomince velikles. In the event of a need for the GRANTOR to change the access location, GRANTOR stall attempt to give ken (10) days written notice. Said notice $hall be given by Airport Director or designee. 11. ADD SECTION 6 The following section is hereby added to the Easement as Section G: Section 6. REMOVAL AND /OR ABANDONMENT DISTRICT agrees that in the event the sc•vico far which said facilities wake oonahucted is ordered discontinued and DISTRICT is not retlairod by law, n le, or, regulation of any governmental authority to furttlah said service or in the event lire use of die faeihdw ceases for a period of more than one (1) year without writtan.naticc train DISTRICT to GRANTOR of the circumstances affecting such suspension and of DISTRIC'T'S intention to resume usage of the luailiWes, DIST'RIC'T, at Director's request, and at no cost to GRANTOR, shall promptly reinove and /or abandon any portion of said facilities owned, operated, and maintained by DISTRICT, after receipt of wr'ina, notice from Airport Director to remove and/or abandon. In the event of such removal and/or abandonment, DISTRICT shall execute and record in the Official Records of Orange County, California, a Ouitelainr Deed sufficient to remove ilia encumbrance of this oasomnnt from title to the Eascnren Area. Pago 4 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 61 of 64 23A -117 EXHIBIT E I. ADD SEC".IION7 The following section is hereby added to the Easement as Section 7: Section 7. COMPLIANCE WITH REGULATORY AUTHORITIES DISTRICT shall, at its own cost aad expense, promptly and at all times obselvo, comply with and carry out all present and future orders, regulations, directions, rules, laws, ordinances, irerotitg and requirements of all govemmentnl authorities, igalcOng but not limited to environmental regulatory authorities, with jurisdiction. in, on, over and about the Easanent Area, which arise from DISTRICT'S use of or perfonw'mce of any nclivilici pctmittnd to he conducted in, on, over, or across tho Basement Ares, In addition, IX&MICT shill ensure that all activities in, on, ever or about the Easement Area are purkbrrowd in accordance with any NPDES (National Pollutant Disehargo Elimination System) pernuc requirements or other water quality statutes, regulations, ordinances, or permits, applicable to such activities, inetudiag but not limited to use of appropriate best management practices, so oa to ensure that pollutants no not discharged into the Channel nor into the flood control system. Prior to tho.Oad of any construction activity, DISTRICT shaft provide Airpor4.Director and Director' of public Works a copy of their Water Quality Management Plan (WQLvIP) for approval, No approvals or convents given hereunder by COUNTY, as a poky to thus Easement shall be deemed approval as to compliance or conformance with applicable governmental codes, laws, rates or regulations. Signature Forgo Follows Page 5 of 7 Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 62 of 69 23A -118 Approved so to Perot Office of the County Counsel Orange County, California By: Albarian, Senior Deputy Date: EXHIBIT E M MR-9 County of Orango, a political subdivision of the State of California Jolty Wayne Ah -port Barry A. Rondinalla, Airport Director Date: Per Minute Order dated: A nolnrypn6110 ar aG1rr ofGaor eamlaladng tirii, caPotieato vedaes rn0.y the identity of till individual who signed the document to WHO Ihis oartifintals sainted, sad not die imthraLm ae, acawnty, or validity or that docrlmern. Slate of California County of Orange AC HIV OWL E0 GIVE ENT 20 bafbre me, personally (save n=meNxe ororaa.e who proved to ale on the basis of eati.6ctor'y evidence to be the personas) w }lose ronle(a) Ware subsoxihed to the within instrument and acknowledged to me that hem/le/they executed the game in bin /her/their authorized copaelly(ies), and that by ltisPoer /their sigrudum(s) on am instrument tie person(s), or the ondty upon behalf of which the person(s) acted, oxecuted the hlshument I certify vadar PENALTY Or, P.MJUR,Y antler tho lows of the last, of California that ale foregoing paragraph is true and correct. WITNESS my horn and official spat. �ilgnalWC (Seat) Page G of Santa Ana -Delhi Channel Diversion Projeet Agreement D15.013 23A -119 Page 63 of 69 EXHIBIT E CERTII'TCAT L OF ACCEPTANCE This is to certify that the interest in real property convoyyed by the within deed or grant to the ORANGE COUNTY FLOOD CONTROL DISTRICT, a body corporate and Polite, is lrorebg accepted by order of the Board of Supervisors of the County of Orange, California, acting as the governing bow of the ORANGE COUNTY FLOOD CONTROL 'DISTRICT, and the ORANGE cowry FLOOD CONTROL DISTRICT consents to recordation thereof by its duly authorized officer. ORANGE COUNTY FLOOD CONTROL DISTRICT' Dated: By: — Shane E. Silsby, Director OC Public Works Per Minute Order dated, _.._._ Approved as to F orra Office of the County Counsel Orange County, California by: Deputy Date: Pago 7 of 7 Santa Ana -Delhi Channel Diversion Project Agreement DIS -013 Page 64 of 69 23A -120 EXHIBIT F OCTA Tier 2 Guidelines are available at OCTA's website; at the following link: http:// www. octa.net /pdf /CTFPGuidelines.pdf Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 65 of 69 23A -121 EXHIBIT G Insurance, Bonds and Warranties I. Design and Construction Insurance Requirements All consultants, engineers, mitigation agents, the Contractor and each subcontractor to perform work on the Project environmental, design and construction or satisfy obligations in this Agreement shall maintain and provide OCFCD, or COSTA MESA if applicable, with proof of insurance for coverage as set forth below prior to commencement of work Coverage /Limits Coverage Minimum Limits Commercial General Liability with $1,000,0001imit per occurrence products and completed, operations and $2,000,000 aggregate contractual liability Automobile Liability including coverage $1,000,000 limit per occurrence for owned, non -owned and hired vehicles Workers' Compensation Statutory Fan layer's Liabilit Insurance $1,000,000 limit per occurrence Professional Liability Insurance $1,000,000 limit per claims made or occurrence $1,000,000 ag regate Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) Form CG 00 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. C3rtalified Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier) or have a minimum rating of A- (Secure A.M. Best's rating) and VIII (Financial Size Category) as determined by the most current edition of the Rest's ICey Rating Guide /Proiserty- Casualty/Uarited states or ambest.com Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 66 of 69 23A -122 1) An Additional Insured endorsement using ISO form CO 2010 or CG 2033 or a form at least as broad naming each Party and JWA and its elected and appointed officials, officers, employees, and agents as Additional Insureds, 2) A primary non - contributing endorsement evidencing that the contractor's insurance is primary and any insurance maintained by any Party shall be excess and non - contributing. 3) A Products and Completed Operations endorsement using ISO Form CG2037 (ed. 10/01) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11/ &5). All insurance policies required herein shall waive all rights of subrogation against the Parties and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. If a Professional Liability policy is a "claims made" policy, that contractor shall agree to maintain professional liability coverage for three years following completion of construction and acceptance of work. The Products and Completed Operations coverage shall also be maintained for three years following completion of construction and acceptance of work. The procuring of such required policy or policies of insurance shall not be construed to limit the Contractor and/or its subcontractor's liability, nor to fulfill an indemnification provisions and requirements, nor in any way to reduce the policy coverage and limits available from the insurer. Required Bonds Contractor shall provide a faithful performance bond, payment bond, and warranty bond (individually "Bond" or collectively "Bonds ") subject to Director prior approval and the terms herein. Each Bond shall name the Parties as beneficiaries and grant each Project Representative the right to enforce the bond to complete the Facilities in compliance with all construction obligations including but not limited to those for warranties. Sureties providing these Bonds shall be a Treasury Listed Surety Admitted in California (Federal Register) with a current minimum Best's Key Rating of A- and a Financial Size Category (FSC) of VIII or better. Contractor shall pay all premiums and costs thereof and incidental thereto. SANTA ANA and the Project Representatives agree to not release the Contractor from its Bond(s) without the first obtaining mutual written approval by the Project Representatives. Release of a warranty bond(s) shall occur no earlier than the third anniversary of the sign -off date on the applicable CPP(s). Contractor to provide faithful performance bond(s) in an amount to cover 100% of the estimated construction cost for the Facilities (including labor and materials) to insure the Contractor's faithful performance of all work under the construction contract and the replacing of, or making acceptable, any defective materials or faulty workmanship. No alterations, time extensions, additional work or other changes authorized by the Agreement or the contract may be made without securing consent of the surety or sureties on the Bonds. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 67 of 69 23A -123 Contractor to provide payment bond(s) in an amount deemed the by Project Representatives as sufficient to guarantee the Contractor's faithful performance of contract obligations, including those required for warranties and any performed post - construction, Required Warranties Contractor to warrant that materials and equipment furnished be new or good quality and carry all available manufacturer's and installer's warranties and that constriction be of good and workmanlike quality in accordance with the terms of this Agreement for a period of three years from completion of Project construction and the sign -off date on applicable CPP(s). Any work not conforming to these requirements shall be considered defective work. The construction contract shall not limit the time that owner of improvements has to pursue any action for defective work for a time period less than the applicable statute of limitations. 11. Operation and Maintenance An O &M contractor(s) shall maintain and provide OCFCD and/or COSTA MESA, with proof of insurance for coverage, at minimum, as set forth below: Coverage /Limits Coverage Minimum Limits Commercial General Liability with products and completed operations and contractual liability $1,000,000 limit per occurrence $1,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles $1,000,000 limit per occurrence Workers' Com ensation Statutory Employer's Liabilit Insurance $1,000,000 limit per occurrence Required Coverage Fornns The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG CO 01, or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing liability coverage as broad. Oualifled Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in The State of California (California Admitted Carrier) or have a minimum rating of A- (Secure AM. Best's rating) and VIII (Financial Size Category) as determined by the most current edition of the Best's Key Rating Gtrrde /Fronerty- Casualty /United States or ambest.com Santa Ana -Delhi Channel Diversion Project Agreement D15.013 Page 68 of 69 23A -124 Reguired Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 4) An Additional Insured endorsement using ISO form CG 2010 or CO 2033 or a form at least as broad naming each Party and its elected and appointed officials, officers, employees, and agents as Additional Insureds. 5) A primary non - contributing endorsement evidencing that the contractor's insurance is primary and any insurance maintained by any Party shall be excess and non - contributing. 6) A Products and Completed Operations endorsement using ISO Form CG2037 (ed. 10 /01) or a form at least as broad, or an acceptable alternative is the ISO from CG2010 (ed. 11185), All insurance policies required herein shall waive all rights of subrogation against the Parties and their respective elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. The procuring of such required policy or policies of insurance shall not be construed to limit the contractor and/or subcontractor liability, nor to fulfill an indemnification provision and requirement, nor in any way to reduce the policy coverage and limits available from the insurer. Santa Ana -Delhi Channel Diversion Project Agreement D15 -013 Page 69 of 69 23A -125 23A -126 rl \ 22A.127 \ ) � 2 ! , •, )] ! ! - \\ ! !!!! • , ,! zi \� \!g! 22A.127 \ ) 23A -128 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AWARD CONTRACT TO CALIFORNIA PROFESSIONAL ENGINEERING, INC., FOR GRANT - FUNDED SAFE ROUTES TO SCHOOL ENHANCEMENTS AT HENINGER ELEMENTARY (PROJECT NO. 166870) {STRATEGIC PLAN NOS. 6, 1B & 1G} CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED C] As Recommended L7 As Amended Ordinance on 1" Reading El Ordinance on 2 16 Reading [] Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract and authorize the City Manager and Clerk of the Council to execute a construction contract to California Professional Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $417,341.50, for the term beginning upon execution of the contract and ending upon project completion, for the Safe Routes to School Enhancements for Heninger Elementary project, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $500,811, which includes the construction contract, administration, inspection and testing, and an authorized contingency of $41,735. 3. Amend the Fiscal Year 2013 -14 Capital Improvement Program and approve the reallocation of $70,811 in Measure M2 Local Fair Share funds from the Traffic Control Devices Inventory Project to the Safe Routes to School Enhancements for Heninger Elementary. DISCUSSION The recommended actions are needed for the City to proceed with the installation of traffic safety enhancements on City streets adjacent to Heninger Elementary School (Exhibit 1). The improvements include a new traffic signal at the intersection of Flower Street and Walnut Street, and bulb -outs at the intersection of Walnut Street and Birch Street. The traffic signal will improve safety and mobility of pedestrians in the area. The bulb -outs will slow down vehicles and narrow the roadway for school children and pedestrians crossing the street. Once completed, the improvements will increase safety, mobility, and ultimately promote walking in the area. 2313-1 Contract Award For Safe Routes to School Enhancements for Heninger Elementary December 6, 2016 Page 2 A Notice Inviting Bids was advertised on September 19, 2016, and September 26, 2016; bids were opened on October 10, 2016. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data Santa Ana contractors receiving notices 9 Contractors requesting bidding documents 13 Bids received 3 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BID 1 CALIFORNIA PROFESSIONAL ENGINEERING, INC. LA PUENTE $417,341.50 2 DBX, INC. TEMECULA $433,000.00 3 BELCO ELENCOR GROUP CHINO $437,101.00 A total of three bids were received and considered responsive. California Professional Engineering, Inc., submitted the lowest responsive bid in the amount of $417,341.50 (Exhibit 2). While the low bid is about $70,000 higher than the Engineer's Estimate of $350,000, that estimate was performed over nearly three years ago when funds were applied for. Since then, staff has noticed an upswing trend in increased construction costs. However, based on the bid analysis which does indicate a competitive cost breakdown in their bid and a contractor's reference check, staff recommends awarding the construction contract to California Professional Engineering, Inc., in the amount of $417,341.50 (Exhibit 3). Therefore, staff recommends additional matching funds in the amount of $70,811 in Measure M2 Local Fair Share to deliver this project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g., neighborhood streets, traffic improvements, park facilities, bike master plan, etc.). 23B -2 Contract Award For Safe Routes to School Enhancements for Heninger Elementary December 6, 2016 Page 3 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2014 -115 was filed for this project. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of this project is $500,811, which includes construction, contract administration, inspection, testing, and an authorized contingency of $41,735. Upon approval of the requested amendment to the Fiscal Year 2013 -14 Capital Improvement program, $70,811 will be available in the Measure M2 Street Construction Fund (Account No.03217662- 66220). The remaining $430,000 is available in the Active Transportation Program Fund (Account No. 14817613- 66220, Project 166870) for expenditure in Fiscal Year 2016 -17. If ")) '0"� Fr +d Mousavipour Executive Director Public Works Agency FM /EWG /TC /MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 23B -3 23B -4 SANTA ANA City Council project No. 16.6870: Safe Routes to School ■ pWA , Agenda Date Enhancementfor t-J RGBLIC WORXS AGENCY December6 201 Heninger Elementary Exhibit 1A 23B -5 PWEW IP % K" At WALNUT ST by Z-1 INSTALL NEW TRAFFIC SIGNAL P%iW, GN IfZ IP i F I fl r, qHn frEmn City Council Project No. 16-6870: Safe Routes Agenda Date to School Enhancement for ecember 6,201 Heninger Elementary 23B-7 % K" i F I fl r, qHn frEmn City Council Project No. 16-6870: Safe Routes Agenda Date to School Enhancement for ecember 6,201 Heninger Elementary 23B-7 r � iNl'I I A aIVR / City Council Project No. 16 -6872: Safe Routes ■ ■ Agenda Date to School Enhancement for Heninger Elementary December 6,_ 201_ `NIL n [ai 23B -9 23B -10 CITY OF SANTA ANA Exhibit 2 INSTRUCTIONS TO BIDDERS PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) INSTRUCTIONS TO BIDDERS FOR PROPOSAL SUBMISSION INTENT OF PROPOSAL The purpose of this Proposal is to identify a Prime Contractor to enter into a contract with the City of Santa Ana, referred to as AGENCY, to complete the Work shown on the Contract Documents. PROPOSAL The Proposal shall be submitted in accordance with the Notice Inviting Bids and shall be accompanied by the following documents: 1. Bid Proposal 1// 2. Bidder's Stateirtent 3. Contr actor's Licensing and Registration Statement V-' 4. Prevailing Wage Complicynce and Monitoring Statement 5. Ownership ydavit vv'' 6. Bid Bond ✓' 7. List ofSub- Contractors 8. References 9. Additional References ! 10. Non- CollusionAf'davit I 11, Non - Discrimination Certificate 12. Statement Regarding Apprenticeship Requirements 13. Statement Regarding 'Anti - Kickback "Reguirements,� 14. Public Contract Code Section 10162 Questionnaire V/ The Proposal may be considered non- responsive if any of these documents or forms is not included. The bid package shall be submitted as instructed in the Notice Inviting Bids. It is the BIDDER'S responsibility to ensure delivery of the Proposal to the location and prior to the bid opening hour stipulated in the Notice Inviting Bids. Late Proposals will not be considered, CALIFORNIA STATE LABOR CODE As outlined in the Notice Inviting Bids, this project is subject to compliance monitoring and enforcement by the State of California Department of Industrial Relations, per Section 1771.4.a.1. BIDDERS are required to inform themselves fully of the conditions relating to construction and labor under which the work will be performed. Any contract entered into pursuant to this notice will incorporate the provisions of the California State Labor Code, Per Section 171.4.a.2, Contractors are required to post job site notices, as prescribed by regulation. EXAMINATION OF CONTRACT DOCUMENTS AND PROJECT SITE BIDDERS shall satisfy themselves by personal examination of the work site, Contract Documents including the Plans and Specifications (and by any other means as they believe necessary) as to the actual physical conditions, requirements, and difficulties under which work must be performed. vu 23B -11 (CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: California Professional Engineering, Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if airy) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Traffic Signal Installation at Flower Stand I LS $ $ Walnut St 1401 icao ��}QI Ip{7 2 GTT Opticom Emergency Vehicle I LS $ $ Preemption System (V)SC>0 � �I 3 Install 2" PVC Conduit Per Plan * 335 LF T--Install 3" PVC Conduit Per Plan 415 LF $ $ 5 Install 4" PVC Conduit Per Plan * 350 LF $ 'ai5 $+ 6 Install No. 6 Pull Box * 8 EA $ (,S® $ 5,oicJC� 7 Install 6E Pull Box 2 EA $ tort' $ 1,3c>tJ 8 Install Traffic Signal Loop Detector (Type 20 EA E Loop) a00 9 Install Bicycle Loop Detector (Type D 9 EA $ $ Circular Loop) alo 10 24 Strand SMEO Cable 1500 LF $ 1p $ 11 48 Strand SWFO Cable 550 LF $ $ 12 Fusion Splice I Strand SMFO 96 EA $ 3J i,a'Il1g 13 Fiber Optic Cable Splice Enclosure I EA $ $ loo P -1 ofP-t7 23B -12 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPI 5063(159) Item Description Qty Unit Unit Price Amount 14 IP Communication System I LS $ Q9 ow $ Aq k006 15 Signing and Striping 1 LS $ � $,a 00 $ q,9A D 16 Construct PCC Sidewalk 1700 SF $ $ 17 Construction PCC Curb Ramp 1100 SF $ q $ 18 AC Pavement* 200 IN $ 19 Pothole For Utilities Not Shown on Plans 10 EA $ $ 10c) ;t p(7CC) 0 20 Pothole For Traffic Signal Equipment 8 EA $ $ Utility Conflicts 4�00 1 j 1,0o 0 21 Unclassified Excavation * 170 CY $ $ 22 PCC Curb and Gutter (Type A -2 -6) 300 LF $} � �� $ Ci _ • f!C7,35 23 Cold Mil 1(0 -2 ") 2000 SF $ $ 24 SCE Pull Box I EA $ $ 100 I�c7t7 25 Construct Cross - Gutter (Arterial Street) 400 SF $ t� $ ILP 26 Root Shave 4 EA $ $ 27 Adjust Manhole Frame and Cover to Finished GradeJ� I EA $ $ 28 Adjust Water Valve Finnic and Cover to I EA $ $ Finished Grade i -a?' 0 1 t 29 Furnish and install New Water Valve I EA $ 0a -I4P $ Frame and Covert�,�}...{ -�... .� 30 Remove Fire Hydrant and Assembly* I EA $ $ 31 Furnish and Install New Fire Hydrant* I EA $ $ 32 Furnish and Install Sidewalk Culvert 1 EA $ $ P -2 of P -17 23B -13 CITY OF SANTA ANA PROPOSAL, PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECTNO: ATPL- 5063(159) v. TOTAL.. BASE" BID $ H17 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add - alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25 %" limit as stated in Section 3 -2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. f This bid item is considered a Specialty Item per Section 2 -3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 60 (sixtv) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the arnount specified in Subsection 6 -9 of the Standard Specifications, shall be $1,000 per calendar day. Name of Firm California Signature of BIDDER M Title PC ident, Secretary Treasurer Mnn er \1 (If an individual, so state. If a firm or co-partnership, st to the firm name and give the namcs of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P -3 of P -1.7 23B -14 MINUTE'S OF THE ANNUAL MEETING OF SHAREHOLDERS AND DIRECTICRS CALIFORNIA PROFESSIONAL ENGINEERING, INC. The annual meeting of the shareholders of the above named California Corporation was duly held at the principal office of the corporation located at 929 Otterbein Avenue, Unit E, La Puente, CA, 91748, USA on January 4, 2016. The Director present was VAN TAN NGUYEN. President acting as Chairman, same being VAN "CAN NGUYEN. The Chairman then presented and read to the meeting a Waiver of Notice of Meeting, subscribed by all of the Directors of the Corporation, Upon motion duly made, it was: Resolved, that the Chairman be requested to cause the same to be spread at length upon the minutes. Resolved, that the following persons were nominated and thereupon elected to the position opposite their names to serve until their successors are elected and qualified: VAN NGUYEN, PRESIDENT VAN NGUYEN, SECRETARY VAN NGUYEN, TREASURER Resolved, that the above persons elected may sign all binding, contractual documents on behalf of the Corporation, The President, Secretary, and Treasurer thereupon assumed their respective offices, The President then presented and read the minutes of the annual meeting of shareholders of this Corporation, and the same were, on motion duly made, seconded and unanimously carried, in all aspects ratified and adopted by this Board of Directors. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned, The foregoing ml utes of January 4, 2016 are approved: VAN NGUYEN. President 23B -15 (corporate sea]) CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR FIENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Cleric of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his /her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document. and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business clays or the funds, cheek, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation tinder the contract will be based upon the actual quantities of wort, satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028,15 of the California Business and Professions Code, the undersigned certifies Linder penalty of perjury that the foregoing is true and correct. Name of Firm Ca Signature of BIDDER M Title President Secretary, Treasurer Manager (If an individual, so state, If a turn or co- partnership, stat the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P -4 of P -17 23B -16 MINUTES OFT "FIE ANNUAL MEETING OF SHAREHOLDERS AND DIRECTiORS CALIFORNIA PROFESSIONAL ENGINEERING, INC. The annual meeting of the shareholders of the above named California Corporation was duly held at the principal office of the corporation located at 929 Otterbein Avenue, Unit E, La Puente, CA, 91748, USA on January 4, 2016. The Director present was VAN TAN NGUYEN. President acting as Chairman, same being VAN TAN NGUYEN, The Chairman then presented and read to the meeting a Waiver of Nolice of Meeting, subscribed by all of the Directors of the Corporation, Upon motion duly made, it was: Resolved, that the Chairman be requested to.cause the same to be spread at length upon the minutes. Resolved, that the following persons were nominated and thereupon elected to the position opposite their names to serve until their successors ate elected and qualified: VAN NGUYEN, PRESIDENT VAN NGUYEN, SECRETARY VAN NGUYEN, TREASURER Resolved, that the above persons elected may sign all binding, contractual documents on behalf of the Corporation, The President, Secretary, and Treasurer thereupon assumed their respective offices. The President then presented and read the minutes of the annual meeting of shareholders of this Corporation, and the same were, on motion duly made, seconded and unanimously carried, in all aspects ratified and adopted by this Board of Directors, There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned. The foregoing mi utes of January 4, 2016 are approved; VAN NGUYEN, President VAN NG 23B -17 (corporate seal) CITY Or SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPI 5063(159) CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he /she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: California ProfessiondJ Epgjlle�CilJgJnc __ Business Address: 929 Otterbein Ave Unit E La Puente CA 91748 Business E -Mail Address: vanna,cpengineeringinc.com Telephone: (626) 810 -1338 State Contractor's License No. and Class: 793907 A, C -10 License Expiration Date: 04 /30/2017 State Dept, of Industrial Relations (DIR) Registration No.: 1000001980 State Dept, of industrial Relatio (DIR) Registration Expiration Date:\ 1 --� ___..06/30/2017 Signed: Title: President P -5 of P-17 23B -18 CITY OF SANTA ANA PROPOSAL PROJECT NO,: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and 7or ct. Name of Firm California Professional Fnain�eric. Signature of BIDDER Title president (if an individual, so P -6 of P -17 23B -19 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(t 59) OWNERSHIP AFFIDAVIT S'I'ATEOF CALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA Van Nguyen being duly sworn, deposes and says: ❑ INDIVIDUAL Tlmt he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he /she is a member of the en- partnership firm designated as: and who has been and is duty vested wall the authority to make and execute instruments for the co- partnership by: who constitute the other members of the co- partnership. FK] CORPORA"FION `That he is o£ xeskfL- of Calif sionaLEnginparing,J.nc a corporation which is making the tbregoing proposal: ❑ JOIN "I' VENTURE; That he is o£ one of the parties making the forcgoing proposal as a joint venture. and the he/she hus been and is duly vested evith the authority to execute instruments for an oil behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure 7 advanta e against the City of Santa Ana or any person interested in the proposed contra�t, or him elf orrny other person. Signature of Bidder Subscribed and sworn to before me If is _ day of 20 Signature of officer Administering Oath (Notary Public) P -7 of P-17 23B -20 State of California County of Los Angeles SS. Subscribed and sworn to (or affirmed) before me on this 10 day of October 20 16 , by Van Nguyen proved to me on the basis of satisfactory evidence to be the person(a3 who appeared before me. A notary public or other office completing this codificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness accuracy or validity of that document MAC, NOTARY SEAL IN ABOVE S'PACh _ remanne The information below is optional. However, it may prove valuableand could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OFATT:ACIIED DOCUMENT 0 ❑ INDIVIDUAL CORPORATE OFFICER gygs.ident. Secyeyazy,Sxeasurer, Manager TJTLH OR TYPE 0FDOCUMENT PARTNER(S) 'rriv!is) ATTORNEY -IN -FACT TRUSTEE(S) GUA1tDIANICONSERYATOR OTHER: NUMBER OF PAGES DAMOFDOCUMENT 0`PliliR @ ABSENT,SIGNER (PRINCIPAL) IS REPRESENTING: G+ T 4 NANTEOFPBBSON(S)ORr;NTrrrae's) THUMBPRINT OF It California Professional Engincermg, Inc' SIGNER _� 0 4 0 IOMOS NWARY BONDS, SUPPLIES AND POR'vIS AT hTT'rPdi4VW1V.VeA1 L61'SI'GIiR1COM X2005- 20ON1A[LBYSIERIZA INSURANCE 23B -21 DIENt CNU 2Q423f3 vlkCOMmi.f i NOlA RY P06LIC- OAgFORNiALOS ANGELES COUNTY �h Mr Cap EXP SEP. 2L 2017 NOTARY'S SIUNATURE A notary public or other office completing this codificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness accuracy or validity of that document MAC, NOTARY SEAL IN ABOVE S'PACh _ remanne The information below is optional. However, it may prove valuableand could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OFATT:ACIIED DOCUMENT 0 ❑ INDIVIDUAL CORPORATE OFFICER gygs.ident. Secyeyazy,Sxeasurer, Manager TJTLH OR TYPE 0FDOCUMENT PARTNER(S) 'rriv!is) ATTORNEY -IN -FACT TRUSTEE(S) GUA1tDIANICONSERYATOR OTHER: NUMBER OF PAGES DAMOFDOCUMENT 0`PliliR @ ABSENT,SIGNER (PRINCIPAL) IS REPRESENTING: G+ T 4 NANTEOFPBBSON(S)ORr;NTrrrae's) THUMBPRINT OF It California Professional Engincermg, Inc' SIGNER _� 0 4 0 IOMOS NWARY BONDS, SUPPLIES AND POR'vIS AT hTT'rPdi4VW1V.VeA1 L61'SI'GIiR1COM X2005- 20ON1A[LBYSIERIZA INSURANCE 23B -21 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063 (159) KNOW ALL PRESENT that, California Professional Engineering Inca , as BIDDER, and Allied World Insurance Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of Bid Amount Dollars ($ 10 °/° ), which is ten percent (101/ ) of the total amount bid by BIDDER to AGENCY for the above - stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above - stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 5th day of October M_ , 20 16, rr 4117r11Y`fi sworn to before me 20_. Signature: Notary Public in and for the County of , State of this day of * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. Bidder: Surety: Agent: California Professional Engineering Inc. Allied World Insurance Company The Bond Exchange and Insurance Agency 929 Otterbein Avenue, Ste. E 550 S. Hope Street, Suite 1825 24800 Chrisanta Drive, Suite 160 La Puente, CA 91748 Los Angeles, CA 90071 Mission Viejo, CA 92691 626- 810. 1338 213 - 416.1453 949.461 -7000 P -8 of P -17 23B -22 ALL - PURPOSE ACKNOWLEDGMENT State of Cali forma County of ____Los Angeles SS. On October 10, 2016 before Inc, Diem Chu Notary Public, L7A CH personally appeared Van Nguyen who proved to me on the basis of satisfactory evidence to be the personW whose nameW is /xVg subscribed to tire within instrument and acluiowledged to me that he/gAWAh)q executed the same in hisg= khxir authorized capacity(aots), and that by his /iwdthtcxa signatures on the instrument the person(2�, or the entity upon behalf of which the person( acted, executed the instrument. I certify Finder PEN'Ali ry oll PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. f71EM GHLL WITNESS my hand and official Seal. 'nsctJ` Comm .# 2442319 try MAO' PU&LIC-CALIFORNIA Los A4ou A Co N y My COMAI EXP $EP, 31, 2017'` NCPL`A ItY'S SIGNAI'URF, A notary public or other office completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness, accuracv, or validity of that document. PLACr NCrrARY SEAL In AUMNSPACF OPTIONAL INFORMATION I he in formation below is optional, However, it may prove valuable and could prevent fraudulent attachment of this foram to an unauthorized document. CAPrAcFrYCLAIMED BY SIGNER (PRINCRIAL) DESCRIPTION OFArTACHED DOCUMENT INDIVIDUAL CORPORATE OFI'ICER P�esi ntr" creraly. Treasurer, Malinger l'IThC OR'['R: Ql'T>QCtJtvl[iNT ❑ PAKINER(S) Tnti(s) ❑ ATTORNEY- IN -FACT ❑ TRUSTEL(S) NUMBER. OF' PA G ES ❑ GUAR.DIANICONSERVAFOR F1 OTHER: SIGNER (PRINCIPAL) IS REPRESENTING. NAMPOI PG2SON(Sj QR EN I rY(IFS) California Professional Engineering, . Inc, RIGHT THUMBPRINT OF SIGNER a G r E O F- APAI2iW N01ARYiI Cl(ti'US SUPPLI FS AND rOR }1SArIIl Cl-- /WWN.fVA41IlSIER 173COM1i £�A065 d004Y Vd.hY 57FR ItA I*15GRANC6 23B -23 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary PLibllc or other officer completing this certifical- W lg� of document to which this certificate is attached, and not the truthfulness, accur@oy, or validity of that document. STATE nFCAL|FORN|A County of Omn � On October 5, 2016 before me, _Roby� R. Karga - r - 1 Notary Public personally appeared Christina who proved tomonn the basis vf satisfactory evidence to be the person(s) *h ( s) is/arc subscribed to the within instrument and acknowledged to me that he/she/they executed the sarne in his/her/their authorized capacftyhes), end that by his/her/ther signature(s) on the instrument the person(s), or the entity upon behalf of which the, person(s) acted, executed the instrument. | certify ounder PENALTY 0F PERJURY under the laws N the State of California that the foregoing paragraph iotrue and correct, Witness he offi mVnmu OPTIONAL Though �m�m document and uvob/ prevent �wudu�nt�removal anJ reattachment nf the Form to another document. Description nfAttaoA*NDocument Title urTypoo/ Document: Bid Bond _ DvoumnntDate: ____ Number vfPages: Gignor(s) Other Than Named Above: Cmpmo/ty(lwo)C|aim:dby8i8nwr(e) Signer's Name: []|ndividua| [] CorPnqteOHkcer`— TNw( ):__ OPorne OUm�ledOGeneral F1'� Attorney in Fm* []Tmohm []Guardian orConservator Oilher Signer is Representliq Signer's Name: El Individual E] Corporate Officer—Tfiiw(s):_ [I Partner OUmitedOGeneral [] Attorney |oFact OTru»tee [] Guardian mConservator Signer is Representing: ��U�� U��m� Philadelphia, PA 19103 SUR 00046 00(3/2013) 3 B-25 No, 3136 -4 STATE OF CALIFORNIA DEPARTMENT OF INSURANCE SAN FRANCISCO Amended Certificate of AathoAty TfUS IS TO CERTIFY that, pursuant to the Insurance Code ofthe State of California, Allied World Insurance Company of New £Iampshtre, organized under the laws ofNew Hampshfrro, subject to Its Articles of£ncotporation or otherfrtndarnental organizational documents, is hereby authorized to transactwithin thisSYate, subject to all provisions of this Certiftcate, the followMng classes of Insurance: Fin, Marine, Surely, Plate Class, Liability, Workers' Compensation, Common Carrier Liability, Boiler and Machinery, Burglary, Credit, Sprinkler, Team and Vehicle, Automobile,. Aircraft, and Miscellaneous as such classes are now or may hereafter be defrned In the Insurance Laws of'the State of Cal ybrnia THIS CERTIFICATE is expressly conditioned upon the holder hereofnow and hereafter being in All compliance with all, and not in violation ofany, ofthe applicable laws and lawful requirements made under authority of the laws of'the State of California as long cis such laws or requirements are in effect and applicable, and as such laws and requirements now are, or 'nay hereafter be changed or amended IN WITNESS WHEREOF, effective as ofthe 22 "d day ofLlay, 2013, 1'have hereunto set my hand and caused my official seal to be affixed this 22nd day of May, 2013, Dave Jones Insurance Conuafsrdoner / BY / Susan J. Stapp for Nettie Hoge cht�fDannay NOTIM Qualification with the SecRetery of Stale must be accompU'shed a required by the California Ccrporadons Code promptly after issuance of this Certificate ofAnthority. Failure to do so wmbe a violation of instuance Code section 701 and willba grounds for nevoldag this Conifioale of Authority pursuant to she covenants wads in the application therefor and the oondidons contained herein. 23B- 26____ CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINOER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) LIST OF SUB - CONTRACTORS Section 4100 et, seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: • Streets, highways including bridge projects: '' /a% of the bid or $10,000, whichever is greater • Buildings, parks, or other projects: ' /a% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name AVaw,i Q Name License # /Exp, q�- j," . ) f 1(, License DIR Reg. # /Exp. 00 G )(/" ` — 7 DIR ReI Location 1 OjAtvi s Phone ,> �A045 -70" Locatior Phone Type Of Work Att l� Type Of Amount $ 0-7 Amount Name License DIR Reg License Location Phone Type Of Amount Name W Amelco.17 � J,14 License # /Exp. U 7 013 0116 ( ?I)) DIR Reg. # /Exp. ' License # Location4tt� Phone Type Of Work SV1 Amount $ Signature of Name . - W) License # /Exp. DIR Reg. 4/Exp. ..? 1'D 3 License # Location Phone L49 Type Of Worlc�` � U V oa Arnount$ T,1 Name License 4/Exp. DIR Reg. # /Exp. License # Location Phone Type Of Work Amount $ P -9 of P -17 23B -27 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL, ENHANCEMENTS FOR. HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) REFFRENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1 Please see attached Name and Address of Owner. 2. 3. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Name and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Please see attached P -10 of P -17 23B -28 929 Otterbein Ave., Unit E La Puente, CA 91748 Ph: (626) 810-1338 Fax: (626)810.1322 www.cpengineeringinc.com Traffic Signal -Job References PR0JEM: Traffic Signal Improvements at Pasadena Ave & Walnut St Amount: $110,684.96 Owner: City of Pasadena Owner Address: 100 N, Garfield Ave Pasadena, CA 91109 Project Manager: John Ramey Contact Phone #: (625) 744 -6912 Fax #: (626) 396 -7986 Status: Completed Approximate Start /End Dates: August 2015 -Jan 2015 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Loop Detectors and Bicycle Loop Detectors, Traffic Signal & Poles, Cabinet & Controller. Traffic Signal Modification Raitt Street at Adams Street Amount: $707,855,63 Owner: City of Santa And Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager; Edward Torres Contact Phone #: (714) 647 -5029 Fax #:(714)647 -5622 Status: Completed Approximate Start /End Dates: April 2015 -Aug 2015 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Puff Boxes, Communication Equipment, Loop Detectors, Fiber Optic, Cable, Preemption System, Cabinet & Controller, Access Ramps, and Striping & Markings. Lincoln Avenue and Westchester Drive Traffic Signal System Improvement Project Amount: $227,460.00 Owner: City of Anaheim Page 1 of 4 2313-29 Document last Updated4 1512016 Owner Address: 200 South Anaheim Blvd Anaheim, CA 92805 Project Manager: RobertPalaeologus Contact Phone #:714- 765 -5285 Status: Completed Approximate Start /End Dates: September 2014 — November 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Name Signs, HPS Luminaires, Loop Detectors, LED Countdowns, Cabinet & Controller, Access Ramps, Median Nose, Striping & Markings, Traffic Signal Modification at Euclid Street & County Hills Drive Amount: $109,942.80 Owner: City of La Habra Owner Address: 201 East Lo Habra Blvd La Habra, CA 90633 Project Manager: Sam Makar Contact Phone #:562- 383 -4158 Status: Completed Approximate Start /End Dates: June 2014 — August 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Name Signs Relocation, Signals, Pedestrian Push Buttons, Cabinet Modification, LED Flashing Beacons. San Gabriel Blvd et al TSM0010049 Amount: $1,463,453.23 Owner: County of Los Angeles Department of Public Works Owner Address: 900 South Fremont Ave Alhambra, CA 91803 Project Manager: Abigail Flores Contact Phone #: (626) 458 -3157 Status: Completed Approximate Start /End Dates: Jan 2013 — March 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Reflective Street Name Signs, Illuminated Street Name Signs Relocation, Curb Ramps and Preemption System, Tustin Street & Palm Avenue Left Turn Signal mad if!cation Amount: $179,527.00 Owner: City of Orange Owner Address: 300 East Chapman Ave Orange, CA 92866 Project Manager: Medel Vanes Contact Phone #: (714) 744 -5535 Fax #: (714) 744 -5573 Page 2 of 4 Document Last Updated 41512016 23B -30 Status: Completed Approximate Start /End Dates: Nov 2013 -Jan 2014 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signal at One Intersection along with Traffic Control, LED Illuminated Street Name Signs, Install New Cabinet, Safety Lighting, Loops, Vehicle Pre - emption System, Sidewalk Access Ramps & Traffic Signal Heads. Woodruff /Washburn Traffic Signai Amount: $156,697.58 Owner: City of Downey Owner Address: 11111 Brookshire Ave Downey, CA 90241 Project Manager: Keith Hoey Contact Phone #: (562) 622.5898 Fax #: (562) 904 -7296 Status: Completed Approximate Start /End Dates: Apr 2013 -Aug 2013 Description of Supplies, Equipment, or Services Provided: Upgrading Traffic Signal at Intersection, Trenching, Conduit Runs, and Installation of LED Safety Lighting, Traffic Signal Modification at Brookhurst Amount: $237,213.67 Owner: City of Huntington Beach Owner Address: 2000 Main Street Huntington Beach, CA 92648 Project Manager: John Griffin Contact Phone #: (714)375 -5011 Fax #: (714) 374 -1648 status: Completed Approximate Start /End Dates: March 2011 -Sept 2011 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signol at Multiple Intersections along with Traffic Control, Installation of Curb Romps & Traffic Signal Heads, and Monument Preservations. Traffic Signal System Upgrade Phase V -VIII Amount: $292,175.99 Owner: City of Santa Ana Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: William Albright Contact Phone #; (714) 647 -5029 Fax #: (714) 647 -5622 Status: Completed Approximate Start /End Dates: Jan 2011 -Aug 2011 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Page 3 oY 4 Document Last Updated 41512016 23B -31 Loop Detectors and Bicycle Loops, Fiber Optic, Coble, Signal Heads, CCTV System, and Preemption System. Traffic Signal at Various Locations HSIPL 5331 (017) & HSIPL 5331 (010) Amount: $507,840.79 Owner: City of La Puente Owner Address: 15900 East Main Street La Puente, CA 91744 Project Manager: Jason Brown, Willdon Contact Phone #: (562) 9OB -5222 Status: Completed Approximate Start /End Dates: June 2012 — March 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Loop Detectors and Bicycle Loops, Curb Ramps and Preemption System. 201h Street & Cherry Ave Traffic Signal Amount: $247,840.60 Owner: City of Signal Hill Owner Address: 2175 Cherry Ave Signal Hlll, CA 90755 Project Manager: Natalie Avila, RKA Group Contact Phone #: (909) 594 -9702 Fax #: (909) 594 -2658 Status: Completed Approximate Start /End Dates: Feb 2013 —Sept 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Curb Ramps and Preemption System. Page 4 of 4 Document Last Updated 41512016 23B -32 929 Otterbein Ave., Unit E La Puente, CA 91748 Ph: (626) 810-1338 Fax: (626) 810 -1322 www.cpengineeringinc.corn California ftfessional Engineering, Inc. We intend to procure all bonds from: The Hanover Insurance Company Yung T. Mullicic, Attorney -ILr -Fact 24800 Chrisanta Drive, Suite 160 Mission Viejo, CA 92691 949 -461- 7000 - office # 949- 461 -7725 -fax # ymul lick @ thebond - exchange. co m We intend to procure all general /access liability /auto liability certificates from: Grosslight,Insurance, Inc. George Duran, Agent 93'81 'Haven Ave Rancho Cucamonga, CA 91730 909- 204 -3629- office # 909 - 204 -3679 -fax # gL�rge i� 'ro'ssli loin We intend to procure all workers' compensation certificates from: BBSI Magdalena Gilane, Agent 1950 Sunwest Lane, Suite 250 San Bernardino, CA 92408 909 - 890 -0100- office # 909 -890 -0120 -fax # magdalena. gilane @bbsihq.com Page 1 of 1 23B -33 Docutnwit4aVUpdated9.7.2016 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HEN INGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 2. 3. Please see attached Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Name. and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed. Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. P -11 of P -17 23B -34 Traffic Signal -Job References PROJECTS: Traffic Signal Improvements at Pasadena Ave & Walnut St Amount: $110,684.96 Owner: City of Pasadena Owner Address: 100 N. Garfield Ave Pasadena, CA 91109 Project Manager: John Ramey Contact Phone #: (626) 744 -6912 Fax #: (626) 396 -7986 Status: Completed Approximate Start /End Dates: August 2015 -Jan 2016 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Loop Detectors and Bicycle Loop Detectors, Traffic Signal & Poles, Cabinet & Controller. Traffic Sienal Modification Raitt Street at Adams Street Amount: $707,855,63 Owner: City of Santa Ana Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: Edward Torres Contact Phone #: (714) 647 -5029 Fax #: (714) 647 -5622 Status: Completed Approximate Start /End Dates: April 2015 -Aug 2015 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Communication Equipment, Loop Detectors, Fiber Optic, Cable, Preemption System, Cabinet & Controller, Access Ramps, and Striping & Markings. Lincoln Avenue and Westchester Drive Traffic Signal SVstem Improvement Pry_ Amount: $227,460.00 Owner: City of Anaheim Page oaf 4 Document Lail Updated 41512016 2313-35 Owner Address: 200 South Anaheim Blvd Anaheim, CA 92805 Project Manager: Robert Poloeologus Contact Phone #:714 -765 -5285 Status: Completed Approximate Start /End Dates: September2014 — November 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Pales, Illuminated Street Name Signs, HPS Luminaires, Loop Detectors, LED Countdowns, Cabinet & Controller, Access RampsrMedian Nose, Striping & Markings, Traffic Signal Modification at Euclid Street & County Hills Drive Amount: $109,942,80 Owner: City of La Habra Owner Address: 201 East Lo Habra Blvd La Habra, CA 90633 Project Manager: Sam Makor Contact Phone #: 562- 383.4158 Status: Completed Approximate Start /End Dates: June 2014 — August 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Name Signs Relocation, Signals, Pedestrian Push Buttons, Cabinet Modification, LED Flashing Beacons, San Gabriel Blvd, et. al TSM0010049 Amount: $1,463,453.23 Owner: County of Los Angeles Department of Public Works Owner Address: 900 South Fremont Ave Alhambra, CA 91803 Project Manager: Abigail Flores Contact Phone #: (626) 458 -3157 Status: Completed Approximate Start /End Dates: Jan 2013 — March 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Reflective Street Name Signs, Illuminated Street Name Signs Relocation, Curb Ramps and Preemption System, Tustin Street & Palm Avenue Left Turn Signal Modification Amount: $179,527,00 Owner: City of Orange Owner Address: 300 East Chapman Ave Orange, CA 92865 Project Manager: Medel Liones Contact Phone #: (714) 744 -5535 Fax #: (714) 744.5573 Page 2 of 4 Document Last Updated 415120.(6 23B -36 Status: Completed Approximate Start /End Dates: Nov 2013 -Jan 2014 Description of Supplies, Equipment, or Services Provided; Modify Traffic Signal at One Intersection along with Traffic Control, LED Illuminated Street Name Signs, Install New Cabinet, Safety Lighting, Loops, Vehicle Pre - emption System, Sidewalk Access Ramps & Traffic Signal Heads. Woodruff /Washburn Traffic Signal Amount: $156,697.58 Owner; City of Downey Owner Address; 11111 Brookshire Ave Downey, CA 90241 Project Manager: Keith Hoey Contact Phone #: (552) 622.5898 Fax #; (562) 904 -7296 Status: Completed Approximate Start /End Dates: Apr2013 -Aug 2013 Description of Supplies, Equipment, or Services Provided: Upgrading Traffic Signal at Intersection, Trenching, Conduit Runs, and Installation of LED Safety Lighting, Traffic Signal Modification at Brookhurst Amount: $237,213.67 Owner; City of Huntington Beach Owner Address: 2000 Main Street Huntington Beach, CA 92648 Project Manager: John Griffin Contact Phone #: (714)375 -5011 Fax #: (714) 374 -1648 Status: Completed Approximate Start /End Dates: March 2011- Sept2011 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signal at Multiple Intersections along with Traffic Control, Installation of Curb Ramps & Traffic Signal Heads, and Monument Preservations, Traffic Signal System Upgrade Phase V -VIII Amount: $292,175.99 Owner: City of Santa Ana Owner Address; 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: William Albright Contact Phone #: (714) 647 -5029 Fax #: (714) 647 -5622 Status: Completed Approximate Start /End Dates: Jon 2011 -Aug 2011 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Page 3 of 4 Document Last Updated 41512016 23B -37 Loop Detectors and Bicycle Loops, Fiber Optic, Cable, Signal Heads, CCTV System, and Preemption System. Traffic Signal at Various Locations HSIPL 5331 (017) & HSIPL 5331 (010) Amount: $507,840.79 Owner: City of La Puente Owner Address: 15900 East Main Street Lo Puente, CA 91744 Project Manager: Jason Brown, Willdan Contact Phone #: (562).908-5222 Status: Completed Approximate Start /End Dates: June 2012 — March 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Puliboxes, Traffic Signal, Loop Detectors and Bicycle Loops, Curb Ramps and Preemption System, 20111 Street & Cherry Ave Traffic Signal Amount: $247,540.60 Owner: City of Signal Hill Owner Address: 2175 Cherry Ave Signal Hill, CA 90755 Project Manager: NotalieAvIla, RKA Group Contact Phone #: (909) 594 -9702 Fax #:(909)594 -2658 Status: Completed Approximate Start /End Dates: Feb 2013 — Sept 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communicotion Equipment, Loop Detectors and Bicycle Loops, Fiber optic, Curb Ramps and Preemption System. Page 4 of a Document Last Updated 41512016 23B -38 929 Otterbein Ave., Unit E La Puente, CA 91748 Ph: (626)81O -1338 Fax: (626)81O -1322 www.cpeng!neering!nc.com .., ,� r • .:: 'i''ti ".:;: r r r4 ^.:. a ,!. •, C a I i orniA Pe signal Ejngineering, Inc: We intend to procure all bonds from: The Hanover Insurance Company Yung T. Mulliek, Attorney -In -Fact 24800 Chrisanta Drive, Suite 160 Mission Viejo, CA 92691 949 - 461 - 7000 - office 4 949 - 461 - 7725 -£ax # ymullick@clieboiid-exchange.com We intend to procure all general /access liability /auto liability certificates from: Grosslglt( Insurance, Inc. George Duran, Agent 9381 Haven Ave Rancho. Cucamonga, CA 91730 909- 204 -3629- office 9 909 -204 379 -Pax # aeoreet7.erosslielit.conr We intend to procure all workers' compensation certificates from: BBSI Magdalena Gilane, Agent 1950 Scmwest Lane, Suite 250 San Bernardino, CA 92408 909- 890- 0100 - office # 909. 890 - 0120 -fax # magdalena.gilane@bbsihq.com Page 1 of L 23B -39 DocumeneLcast Updaeed9.7.2016 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository; or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Affidavit is part of the Proposal, BIDDERS are cautioned that making a false` certification may subject the certifier to criminal Signed State of California County of os AnaBlps Subscribed and sworn to (or affirmed) before me on this day of 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal P -12 of P -17 23B -40 klivilm 4�4, State of California County of Los Angeles M Subscribed and sworn to (ox affirmed) before me on this 10 day of October 20 16 by Van Nguyen proved to me on the basis of satisfactory evidence to he the per:son(x' who appeared before me. ` d1EM CHU IOhfhtd��d2319 r ( �ao�tx nbtL08 pNomtl Nov y n . 6 ®6 ANtlerBB fiY sY ae Cauu. flen gip 1r. 2a17 "� ---� - - NOTARY'S SIDNATURE A note y pulZlio or other office completing this certificate verifies only the identity of the Individual who signed the document to which this cert flcate is atfached. and not the truthfulness. accuracv, or validity of that document. PLACE NOTARY SEALIN ABOVE SPACE OPTIONAL INFORMATION The information below is optional. However, it may prove valuable and could prevent fraudulent attachment of this form to an unauthorized document. CAPACITY CLAIMED BYSIGNER(PRIINCIPAL) DESCRIPTION OFATTACIIED DOCUMENT INDIVIDUAL ® CORPORATtS OFFICER i rS'ecretary Treasurer, Manager TLCLP -OR TYPEOF DOC;UMENT�� PARTNER(S) 'nrLrrs:. A'TT'ORNEY- IN -F. ,ur TRUSTEES) NUMBER OF PAGES GUARDIAN /CONSERVATOR $ $ $ i d$ P 'E OTHER: _ .... _..... OF DOCUMENT $ $ $ $ $ OTHER $ $ ABSENT SIGNER (PRINCIPAL) IS REPRESENTING: RIGHT $ NAME01U HRSONrS)ORANTITY(IES) THUMBPRINT California Professional Engineering, Inc. SIGNER $ $ $ � 4 $ $ 7G7t'OU4 NUMRYBONDS,SUPPLISAND FO RMS .ATHTrPl1MWW.VALI.EYSrY.RRACOM bUM- 2009VALLEY-SIHRRA INSURANCE 23B -41 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPI, 5063(159) NON - DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate, against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be 'limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he /she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his /her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination, clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P -13 of P -17 23B -42 CITY OF SANTA. ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) The Contractor shall include the portion ofthe 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 11.246 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. 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 publi works violati g this Section is subject to all the penalties imposed for a violation ofthe (Tyh ter. Signed: Title: Firm: California Professional Enaineering,lnc. „ -_, Date: 10/10/2016 P -14 of P -17 23B -43 CITY OF SANTA ANA PROPOSAL PROJECT NO,: I6 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) STATEMENT REGARDING APPRENTICESHIP RE_Q_U[REMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of The State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: I . Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 1 Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. Contribute to the fiord or funds in each craft or trade in which he /she employs journeymen or apprentices on the public work, in the! same amount or upon the same basis and in the same manner as the other contractors. e ce iprenticeship contractors not signatory to the trust agreement shall pay alike amot'Ot� t 1+fepni� Council. Signed: Title: • 1 W • • 1I i" • 1 Date: 10/10/2016 P -15 of P -17 23B -44 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) STATEMENT REGARDING "ANTI - KICKBACK" REOUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti- Kickback" Act (18 USG 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the constru_ tic, repair -q pa c worky to give up any pant of the compensation to which he /she is otherwise en itled. I Signed: Title: President Firm: California Professional Engineering Inc Date: 10/10/2016 P -16 of P-17 23B -45 CITY OF SANTA ANA PROPOSAL PROJECT NO.; 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINOER ELEMENTARY STATE PROJECT NO: ATPL- 5063(159) PUBLIC CONTRACT CODE SECTION IL1162 QUESTIONNAIRE Tit conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. P -17 of P -17 23B -46 LAJ LAJ CL CU cx:) CYO > tm zc U C4 CO 7A C= O CV en G I F— C3 C3 G7 C403 C3 X C/3 C3 c,4 Of m C3 M Q7 C13 C I M >:. CD CO r "I M M an Q :u 5 = >- Da r I m C/o C 3 C3 c 4 ri r Exhibit 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY This CONSTRUCTION CONTRACT is made and entered into this 6a` day of December, 2016 , by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and California Professional Engineering, Inc., hereinafter referred to as "CONTRACTOR ". WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Safe Routes to School Enhancements for Henineer Elementary Project, hereinafter referred to as the "Work of Improvement " identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2, The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the sum total amount not to exceed $417,341,50 — Four Hundred Seventeen Thousand Three Hundred Forty -one Dollars and Fifty cents, as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." Page I of 3 23B -49 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to $500,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of $100,000 or 10% of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 23B -50 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6870 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney BY GWVW f J Funk Assistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: Title: Page 3 of 3 23B -51 23B -52 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 16 -6870: SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR HENINGER ELEMENTARY Construction Contract $ 417,341.50 Contract Administration $ 17,555.00 Inspection and Testing $ 24,179.50 Contingencies $ 41,735.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 500,811.00 EXHIBIT 4 23B -53 23B -54 �, Mel • CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AWARD CONTRACT TO CALIFORNIA PROFESSIONAL ENGINEERING, INC., FOR GRANT - FUNDED SAFE ROUTES TO SCHOOL ENHANCEMENTS AT WASHINGTON ELEMENTARY (PROJECT NO. 166872) (STRATEGIC PLAN NOS. 6, 1B & 1G) CITY MA ER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2 0d Reading ❑ Implementing Resolution Cl Set Public Hearing For CONTINUED TO FILE NUMBER 1. Award a contract and authorize the City Manager and Clerk of the Council to execute a construction contract to California Professional Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $457,711.75, for the term beginning upon execution of the contract and ending upon project completion, for the Safe Routes to School Enhancements for Washington Elementary project, subject to nonsubstantive changes approved by the City Manager and the City Attorney. 2. Approve the Project Cost Analysis for a total estimated construction delivery cost of $572,141, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $45,772. DISCUSSION The recommended actions are necessary for the City to install traffic safety enhancements on City streets adjacent to Washington Elementary School (Exhibit 1). The improvements include a new traffic signal at the intersection of Flower Street and Anahurst Place, left turn arrows signal enhancements at the intersection of Flower Street and Warner Avenue, and bulb -outs at the intersection of Anahurst Place and Garnsey Street. The traffic signal improvements will increase safety and mobility of pedestrians in the area. The bulb -outs will slow down vehicles and narrow the roadway for school children and pedestrians crossing the street. Once completed, the improvements will increase safety, mobility, and ultimately promote walking in the area. A Notice Inviting Bids was advertised on September 19, 2016, and September 26, 2016; bids were opened on October 10, 2016. The following is a summary of the bid invitations made and the bids received: 23C -1 Contract Award For Safe Routes to School Enhancements for Washington Elementary December 6, 2016 Page 2 Contractor Participation Data Santa Ana contractors receiving notices 9 Contractors requesting bidding documents 14 Bids received 5 Bids received from Santa Ana contractors 0 Bid Results Summary RANK BIDDER'S NAME LOCATION BID 1 CALIFORNIA PROFESSIONAL ENGINEERING, INC. LA PUENTE $457,771.75 2 BELCO ELECNOR, INC. CHINO $501,158.00 3 PTM GENERAL ENGINEERING RIVERSIDE $527,027.00 4 DBX, INC. TEMECULA $537,228.00 5 CALIFORNIA PROFESSIONAL ENGINEERING, INC. LA PUENTE $457,771.75 A total of five bids were received and considered responsive. Contractor California Professional Engineering, Inc., submitted the lowest responsive bid in amount of $457,771.75 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to California Professional Engineering, Inc., in the amount of $457,771.75 (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users) and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans (e.g., neighborhood streets, traffic improvements, park facilities, bike master plan, etc.). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2014 -116 was filed for this project. 23C -2 Contract Award For Safe Routes to School Enhancements for Washington Elementary December 6, 2016 Page 3 FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of this project is $572,141, which includes construction, contract administration, inspection, testing, and an authorized contingency of $45,772. Funding is available in the Active Transportation Program Fund (Account No. 14817613- 66220, Project 166872) for expenditure in Fiscal Year 2016 -17. Fr d Mousavipour Executive Director Public Works Agency FM /EWG /TC /MO Exhibits: 1. Location Map 2. Bid 3. Construction Contract 4. Cost Analysis APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency 23C -3 23C -4 5th St Flower St at Anahurst PI new Traffic Signal Flower St at Warner Ave Left Turn Arrows I mI N m d � � x v Ana Blvd Ave Ave 1 7 Anihurst PI q 55 I a .N 3 F Bulb out on Anahurst PI and Garnsey St 6 � SANTA ANA City Council Project No. 16.6872: Safe Routes to School pWA Agenda Date Enhancementfor VDecember6 201 Washington Elementary PUBLIC MRI(5 &BMBV Exhibit 1A 23C -5 9 23C -6 OF City council Project No. 16-6872: Safe Routes Agenda Date to School Enhancement for r: 6 Washington Elementary L��,December 2 _Qjj 23C-7 c eta OF City council Project No. 16-6872: Safe Routes Agenda Date to School Enhancement for r: 6 Washington Elementary L��,December 2 _Qjj 23C-7 23C -8 r �ITjF. Hf1, City Council Project No. 16 -6872 Safe Routes Agenda Date to School Enhancement for Washington Elementary 23C -9 23C -10 0' City Council Project No. 16-6870; Safe Routes Agenda Date to School Enhancement for Washington Elementary December 6, 2011 23C -11 23C -12 CITY OF SANTA ANA Exhibit 2 INSTRUCTIONS TO BIDDERS PROJECT NO.: 16 -6 872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) INSTRUCTIONS TO BIDDERS FOR PROPOSAL SUBMISSION INTENT OF PROPOSAL The purpose of this Proposal is to identify a Prime Contractor to enter into a contract with the City of Santa Ana, referred to as AGENCY, to complete the Work shown on the Contract Documents. PROPOSAL, The Proposal shall be submitted in accordance with the Notice Inviting Bids and shall be accompanied by the following/documents: 1. Bid Proposal d 2. Bidder's Statement 3. Contractor's Licensing and Registration Statement m' 4. Prevailing Wage Compliance and 11oniloring Stolemew S. Ownership Affidavit 6. Bid Bond 7. Lisl gfSub- Contt,actoes 8. References V 9. Additional References 10. Non - Collusion Afldavit 11. Nan- Drscrnnnration CerkJicate 12. Statement RcgarclingAlrprenticeship Iteyinrerrterits 13. 41atement Regarding Anti - Kickback" Requirements d 14. Puhlie Conlroet Code Section 10162 Questionnaire 0 The Proposal may be considered non- responsive it any of these documents or forms is not included. The bid package shall be submitted as instructed in the Notice Inviting Bids. It is the BIDDER'S responsibility to ensure delivery of the Proposal to the location and prior to the bid opening hour stipulated in the Notice Inviting Bids. Late Proposals will not be considered. CALIFORNIA STATE LABOR CODE. As outlined in the Notice Inviting Bids, this project is subject to compliance monitoring and enforcement by the State of California Department of Industrial Relations, per Section 1771.4.a.1. BIDDERS are required to inform themselves fully of the conditions relating to construction and labor Under which the work will be performed. Any contract entered into Pursuant to this notice will incorporate the provisions of the California State Labor Code, Per Section 171.4.a.2, Contractors are requires) to post,job site notices, as prescribed by regulation. EXAMINATION OF CONTRACT DOCUMENTS AND PROJECT SITE BIDDERS shall satisfy themselves by personal examination of the work site, Contract Documents including Else Plans and Specifications (and by any other means as they believe necessary) as to the actual physical conditions, reCluirements, and difficulties under which work must be performed. vii 23C -13 CITY OF SANTA ANA PROPOSAL. PROJECT NO,: 16 -6$72 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHNGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: w1ron $ho 0!ldsnoC%'11% Inc, REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and 'hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Traffic Signal Installation at Flower St & AnahurstPI 1 LS yLli0�) O ' 2 Traffic Signal Modification Warner Ave & 1 LS $ $ Flower St \N1,6V 3 OTT Opticom Cmergency Vehicle 1 LS $p $ Preemption Syslem at Flower St & L 6P Anahurst Pl 4 OTT Optioom Emergency Vehicle 'I LS $ $ Preemption System at Waiver Av & V ^�a 0 e Loo Flower St t 5 Install 2" PVC Conduit Per Plan * 405 LF $12� $ 6 Install 3" PVC Conduit Per Plan * 870 LF $ ^3 $ f ti C 7 Install 4" PVC Conduit Per Plan* 460 LF $ $ V�i1 tI>J 8 Install No. 6 Pull Box 12 LA $ p 5 $ 1 9 Install 6E Pull Box 4 EA $ 10 Install Traffic Signal Loop Detector (Type 37 EA $ $ E Loop) 10-0 11 Install Bicycle Loop Detector (Type D Circular Loop) 18 EA $ .0 $q )1i 12 24 Strand SMCO Cable 1,000 LF $ 31.0 31`7,00 13 Fusion Splice I Strand SMFO 36 EA $ 33 $ <3;1%0 P -1 of P-17 23C -14 CITE' OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) Item Description Qty Unit Unit Price Amount 14 IF Communication System at Flower St & AnahurstP] 1 LS $ $ pp 15 IP Communication System at WarnerAve 1 LS - $ $ & Flower St �d1yo0 Coil o0 16 Signing and Striping t LS $ $ 17 Construct PCC Sidewalk 750 SF $ $ g.45 6 V) Ln) ~a 18 Construction PCC Curb Ramp 600 SF $ $ i•1•LS 1�t°35 � 19 AC Pavement* 15 TN $ $ w •'tS� `1 t��Y •• °ly° 20 Pothole For Utilities Not Shown on Plans 10 EA $ $ ' 00 1000 21 Pothole For Traffic Signal Equipment 12 EA $ $ „ Utility Conflicts25 22 Unclassified Excavation* 130 CX $ $ L-t,AIv �I,1S2.5 23 PCC Curb and Gutter (Type A -2 -6) 200 LF $ �r�•�� $ 6frjaG) 24 Cold Mill (0 -2 ") 2000 SF $ $ 25 SCE Pull Box V 2 EA $ $ 26 Temporary Overhead Wiring at WarnerAv 1 LS $ $ & Flower St i `0 5'10 + 27 Construct - Cross- Gatter(Arteria[ Street) 400 SF a Iwo $G14 "Awe 28 PCC Driveway Approach 200 SF $ $ (Residential = 6 ")* �Vz v II3 t o 29 Root Shave 1 EA $ r $ J 30 Adjust Manhole Frarne and Cover I EA $ $ to Finished. Grade 31 Adjust Water Valve Frame and 1 EA $f' Cover to Finished Grade t P -2 of P -17 23C -15 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENI IANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL, 5063(161) TOTAL BASE BID $ L{� i t'1I ^� 5 The lowest responsible bidder shall be selected based oil the total base bid. The City reserves the right to award the Base Bid, and any, all, or none ot'the add- alternate bid items (ifany). The quantity for this bid item is shown for bid comparison only. This bid item shall not be sul?ject to the "25`%d limit as stated in Section 3 -2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. 1' This bid item is considered a Specialty Item per Section 2 -3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within 60 (sixty) wortcin^ da ys after the commencement date stated in the Notice to Proceed. 'File liquidated damages amount, in lieu o'f' the amount specified in Subsection 6 -9 of the Standard Specifications, shall be $1,000 per calendar day. Name of Firm California Prgfes Lpnal Enginee�ing,lnp, Signature of BIDDER � Vartvcr� Title President Secretar Treasurer Mana er (If an individual, so state. tf a firm or co- partnership.. s ate the firm name and give the names of all individual co- partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P -3 of P- 17 23C -16 MINUTES OF THE ANNUAL MEETING OF SHAREHOLDERS AND DIRECTORS CALIFORNIA PROFESSIONAL ENGINEERING, INC, The annual meeting of the shareholders of the above named California Corporation was duly held at the principal office of the corporation located at 929 Otterbein Avenue, Unit E, La Puente, CA, 91748, USA on January 4, 2016. The Director present was VAN TAN NGUYEN, President acting as Chairman, same being VAN TAN NGUYEN The Chairman then presented and read to the meeting a Waiver of Notice of Meeting, subscribed by all of the Directors of the Corporation. Upon motion duly made, it was; Resolved, that the Chairman be requested to cause the same to be spread at length upon the minutes, Resolved, that the following persons were nominated and thereupon elected to the position opposite their names to serve until their successors are elected and qualified. - VAN NGUYEN, PRESIDENT VAN NGUYEN, SECRETARY VAN NGUYEN, TREASURER Resolved, that the above persons elected may sign all binding, contractual documents on behalf of the Corporation. The President, Secretary, and Treasurer thereupon assumed their respective offices. The President then presented and read the minutes of the annual meeting of shareholders of this Corporation, and the same were, on motion duly made, seconded and unanimously carried, In all aspects ratified and adopted by this Board of Directors. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned. The foregoing ml utes of January 4, 2016 are approved; VAN NGUYEN, President Secretary 23C -17 (corporate seal) CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PRO.IECT NO: ATPL- 5063(161) BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his /her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he /she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages Line to the delay and either causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said 'funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies Linder penalty of perjury that the foregoing is true and correct. Name of Firm Signature of BIDDER RMOMM Title President Secretary, Treasurer Mana er (If an individual, so state. If a firm or co- partnership, state t e firm name and give the names of all individual co-partners composing the firm. 11'a eorporat on, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof:) P -4 of P -17 23C -18 MINUTES OR THE ANNUAL MEETING OF SHAREHOLDERS AND DIRECTORS CALIFORNIA PROFESSIONAL. ENGINEERING, INC, The annual meeting of the shareholders of the above named California Corporation was duly held at the principal office of the corporation located at 929 Otterbein Avenue, Unit E, La Puente, CA, 91748, USA on January 4, 2016. The Director present was VAN TAN NGUYEN. President acting as Chairman, same being VAN TAN NGUYEN, The Chairman then presented and read to the meeting a Waiver of Notice of Meeting, subscribed by all of the Directors of the Corporation, Upon motion duly made, It was: Resolved, that the Chairman be requested to cause the same to be spread at length upon the minutes. Resolved, that the following persons were nominated and thereupon elected to the position opposite their names to serve until their successors are elected and qualified: VAN NGUYEN, PRESIDENT VAN NGUYEN, SECRETARY VAN NGUYEN, TREASURER Resolved, that the above persons elected may sign all binding, contractual documents on behalf of the Corporation. The President, Secretary, and Treasurer thereupon assumed their respective offices. The President then presented and read the minutes of the annual meeting of shareholders of this Corporation, and the same were, on motion duly made, seconded and unanimously carried, in all aspects ratified and adopted by this Board of Directors. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the same was adjourned. The foregoing mi utes of January 4, 2015 are approved: VAN NGUYEN. President 23C -19 (corporate sea]) CITY OF SANTA ANA PROPOSAL, PRO.IEiCT NO.: 16 -6872 SAFE ROUTES TO SCI IO01., ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(16 1) CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he /she and all his /her subcontractors are registered with the State of California Department of industrial Relations (DIR), and that the following is true and correct. Contractor's Name: California Professional Engineering Inc Business Address: gzg pttPr6ain Avp nit F a Puy nfe Ca 81748__,_ Business E-Mail Address: van .cpeuineerinclinc.com Telephone: (626) 810 -1338 State Contractor's License No. and Class: 793907 , A , C -10 License Expiration Date: 04/30/2017 State Dept. of Industrial Relations (DIR) Registration No.: State Dept. of Industrial Relatioi s�(DIR). Registration Expiration Dafe:� Signed: Title: President /lei/ •i/ P -5 of P-17 23C -20 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ( "Prevailing Wage Laws "), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm California Pgef9ssio.naLEnginhring',Inc. Signature of BIDDER Title President (if an individual, so state) P -6 of P -17 23C -21 CITY OF SANTA ANA PROPOSAL PRO.IECT NO,: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(' 161) OWNERSHIP AFFIDAVIT' STAiB OFCALIFORNIA ) COUNTY OF ORANGE ) SS: CITY OF SANTA ANA ) Van Nauven being duly shorn, deposes and says: INDIVIDUAL 'Chat he/she is the part% making the foregoing proposal: ❑ PAR TNERSHIP That he/she is a member of the eo- partnership firm designated as: and who Ims been and is duly vested kvith the authority to make and execute instruments for the eo- parneNiip by: who constitute the other members of the co- parmei:ship. E& CORPORATION That lie is of: .�C2S.ICIEIIt -4� . qa.l Fn.n�i,X- 1P.�1:tIlLJ, Inr.,._ a corporation which is making the t "ongoing proposal: ❑ JOIN'Y VENTURE ttiat he is ol`. one of' tile parties making the /ongoing proposal as ajoint venture, and the he/she has been and is duly Vested with the nuthorlty to execute instruments far an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by callasion to Secure any advantage against the City of Santa Ana or any person interested in the proposed other person. Signature of Subscribed and sworn to before roe this — day of 20 _ Signature of officer Administering Oath (Notary Public) P -7 of P -17 23C -22 JURA(T $c�,a.a =�� oaoo a�an �+a> o a�'s �oora�� +o,soa�000.x�o»��o- �•s.� r�- �meo-.nmwr.ao State of California 4 Los An *etc, SS, $ County of � 10 October 16 @ Subscribed and ;;worn to (or affirmul) before me on this ___ —day of .... 20 '1.f)_, by $ Van Nguyen proved to me on the basis of satisfactory evidence co be the pet:son(xii who appeared before ine. _p PR� oIEM CHU ��pp �_' �ctisti C6Mrd, d 2682313 'f /^� Los PUBGC•CoortNih ( / "�° ttlS A4, ELE$ COUtI( Y,,,�,,..�s"�„e�...-°`"3'*....% tl, COMM . UP SEPP� 2,T 1. NOTARY ".9 Sa➢NACUILG �A notary public or other office completing this certificate verifies only the identity of the individual who signed the document w to which this certificate is attached, and not the truthfulness. accuraev. or validity of that document. I'4.AC5 NO'L)kIZY SaAL LW A13O VH SPAGF, OPTIONAL INFORMATION The information below is optional. Iloweve-, it n }ay prove: valuable and could prevent fraudulent attachment $ of thus form to an unauthorized document. 4 9 $ CAPACITY <JLA.iA4RD BY SIGNER (PRINCIPAL) DLSGiLCP'I'It)N flA`A1 " "I "Ai:HEl7 p(3CIJtYIisNP $ INDIVIDUAL _ C $ CORPORA[F OFP1CLi}L PCci rtggt,- $ecrctjry,.�j'easnrer, Manager THLI30RTYPE C.)FDbC'VA7EN'C ^^ $ $ ❑ P.AR'I`NEIt(S) "nna<isl � $ (� N171'ORNEY- IN- FACT - -. _ -- ------ .._ ..... ... __. - -__ $ `CRIJSTEE(S) Nt WeFi OF PAGES $ $ (,� $ n GUARDIAN /CONSERVATOR $ !1 un1F]Y: D?."rF. Or 3XJCIUMENI' p 6'rHER $ $ ABSENT SIGN �12 (PRINCIPAL) IS REPRESENTING: RIGHT NAM1; (1F PG.ItSC).N(5) QR 6h'riTYQfl,i $ TI IUNIBPRIN•r $ California Professional Engineering, Ine.- OF .. _- .. _ SIGNER. `a a 0 ?d $ A Q $ $ N ,5 as =gym 101/1_01118 NO'CARP'UONL}S.,L!PPLIGSAND PORy1S.h'fH9'i'PIAVR ' w.VA1.LiiKSIE12fth -COM 2l'2fN)i. ?(H)8 V.LLL[L Y- tilEn2AiN5LNAN� =1 23C -23 CITY OF SANTA ANA PROPOSAI, PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(16 1) BID BOND KNOW ALL PRESENT that, California Professional Engineering Inc. , as BIDDER, and Allied World Insurance Company , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of Ten Percent of Bid Amount Dollars ($_10% ), which is ten percent (1.0 %) of the total arnottnt bid by BIDDER to AGENCY for the above - stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above - stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 5th day of October 20 16 BIDDER* California SURETY* Allied World Insurance C Subscribed Signature: to before me ,20__. Christine Notary Public in and for the County of _ State of this _ day of * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. Bidder: Surety: Agent: California Professional Engineering Inc. Allied World Insurance Company The Bond Exchange and Insurance Agency 929 Otterbein Avenue, Ste. E 550 S. Hope Street, Suite 1825 24800 Chrisanta Drive, Suite 160 La Puente, CA 91748 Los Angeles, CA 90071 Mission Viejo, CA 92691 626- 810.1338 213 -416 -1453 949 - 461 -7000 P -8 of P -17 23C -24 ALL - PURPOSE ACKNOWLEDGMENT State of California COBIlty of _ Los Angeles Ou October 10, 2016 before one, u,rrr. personally appetIred Van Nguyen -- SS. Diem Chu Notary Public, who proved to tyre on the basis of satisfaclory evidence to be the personGtid whose nameW isi fk subscribed to the within iuS(alment and acknowled9cd to me that hehsix `ikq, executed the same in hiabhu Ahrezr authorized capacity(iAr), and that by his /kKiI.Staxsx signaLLIM¢x) an the in6trUBICIA the person(ga , or the entity upon behalf of which the person(gif acted, executed the instrument. I certify under PENAUrY OF PERJURY under the laws of the state; of California that the foregoing paragraph Is true and correct. D hl� t"CHU" 'l WITNESS my hand and official seal. COMtt,a c0 UFU3 Ul nearor ruauu.eryIIgyNIa N -7 �t:re 468 AYQ94 @B GeUHiP „y gwr.,F'PVaw�•y ^^'°Y gook. kxP_ABa. 2t. R917 dTl)rR } ^fs yiUlV'ATUltlfi A nolary public or other office completing this certificate, verifies only the identity of the,individual who signed the document to which this certificate is attached. and not the truthfulness, accuracv, or validitv of that dOCUnlent. PLAC'F'. NO TARYSEAT. rN ABOVE SMCP_ The information below is optional, However, it may prove valuable and could prevent fraudulent attachment of this farm to art unauthorized document, CAPACITY CLAItVIED Si' SIGNER (PTUN IPAL) DESCRIPTION OFxrT iAoim) DOCIAIENT [� INDIVIDUAL ® CORPORATE OFFICER Ileairtent.ssssrtnry.- Treasurer, Manager T._ N FLF OR TYPE of DOCUMENT PARTNER(S) -I"LLtsl [� ATTORNIi -IN -FACT I RUS"I ITISj NUMBER 017 PAGGti E] GUrA:RDIANfCONSERVkI'OR 6n 1l R: __ _ - -.._ f3,ATP.Ot•DCICUNIF..NI- SIGNCR(PRINCIPAL) IS REPRESENTING: N'AAIr.(A - I'LIiS )NI =H tHt ILN'I11 YlIGS) California Professional Engineering, Inc. RIGHT THUMBPRINT OF SIGNF,,R 01,1 -If.It r= %I,A 1110t; +.YTCAICI'ttOPllti SLt' PLSHe A' Vt) I paNtSAIHlr ^.,k "WA A I L rYS IF RR A. CON I -^ 009- 21>;N. VALLhY -Ml'Ra AIN WRAMA- 23C -25 CALIFORNi[A ALL-PURPOSE ACKNOWLEDGMENT veAf�oon�the ideu�yof the in�$Wuo|who bgnedmm document to which this certificate |* attached, and not the, truhfu|n$oo. accuracy, mr validity uy that document, STATE 0FCALIFORNIA County of Oroo � personally appeared ..Christine Hoeing evidence &M 9 2115276 :0 ORANGE COUNTY my Gomm L*2� who proved to me on the basis of satisfactory to be the person(s) whose name(s) is/are subscribed to the within Instrument and acknowledged to Me that he/She/they executed the same in his/her/their authorized capacity(les), and that by his1her/their Slgo2ture(s) on the instrument the person(s), or the entity upon behalf of which the percon(s) scled, executed the instrument. | certify under PENALTY OF PERJURY under the laws nf the State uf California that the foregoing pyrographiotrue and correct rgansign of o OPTIONAL Though the information below is not required by law it tray rove vahjablP to persons relying on the document and could prevent fraudulent removal and reattac ment of the fonn to another clocument. Description of Attached Document Title vr Type ofDocument: Num�orcKPugam� Document Date: � Gigner(s) Other Than Named Above! C^pmciN/(|os) Claimed byGi8mor(*) Signer's Name: []|odivNvW F-] Corpof ate officer—Titln(s): nv"n"^, O|imm��/�nem| '°��`� ^~~`'�'�� [0 Attorney inFact []Tmoten Guardian or Conservator Other Signer is Representing: ,Signer's Name: 7 |m1ividua\ D Corporate Officz,—��_ E] Partner � Limited OGeneral [] Attorney ioFact El Trustee [] Guardian u/Conservator [I Other: Signer ioRepresenting: ��«�� v�� Allied World Surety Division of Allied World Insurance Company 30 5.17"' St., Suite 810 Philadelphia, PA 19103 POWER OF ATTORNEY Issue Date: April 27, 2016 No. 32826 -A1361 Single Transaction Limit: $10,000,000 KNOW ALL MEN BY THESE PRESENTS: Allied World Insurance Company, a New Hampshire corporation (the ' Company) does hereby appoint NAME(sii JamesW.Moilanen Yung T. Mullick. Terah Johnston Christine Hoang FIRM The Bond Exchange& Insurance Agency 24800 Chrisanta:Drive Suite 160 Mission Viejo, CA 92691 Its true and lawful Attomey(s) -in -Fad, with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts of indemnity and force and effect for one year from the issued date above- referenced and shall expire on close of business of the first anniversary of such Issue Date. IN WITNESS WHEREOF, ALLIED WORLD INSURANCE COMPANY has caused these presents to be executed by the officer named below, who is duly authorized and empowered to execute on the Companys behalf. This nth day of April, zoi6 NpTACttAl SEkL (L• �d.1�19E'tH�` �ISkffzNarAtd� �4tPiutade(piffd, n.C�m!r TP oRimisfNtl+A `.20fi8 �. Tide SeniorVice President - Surety State of Pennsylvania ) County of Philadelphia )ss. On this 27th day of April, 2016, before me came the above -named officer of AWED GMRI n MCI In4Nrn rnAADGNV tn.mp narcnnnlly lr nwntn ha tho Ineiviflual And nfhrpr described herein; and acknowledged, that he a.xecuted the foregoing instrument and Notary afaxedthe sealsofsaid corporation thereto byauthorlwof hisoffice. My Commission Expires: 08/05/2018 CERTIFICATE Excerpt of Resolution adopted by the Board of Directors of the ALLIED WORLD INSURANCE COMPANY ( the "Corporation ") an December3t, 20f2. CarporalrcArs harsaction of warty business, any such Atlomeydn-Fxtdelivering asecretarial a new wishi kin that the foregoing exiblions still he in awmay said date to be not later0im the date of dell thereof by suchAftoney -in -Fact. . I be and each hereby is, authorized N execute iucler he constrain seal of the Ca;.fwtel9 appmpnale} make, Re and deriver in the name and on behalf of the Iherebyard any archery inatfelslhereto aridiortocarry cat the pu racism and intent thereoCsuch deal ordeierminafon to be scroluslvdyevidenced by any such execution orthe taking of any such action byshch Authmpid pri I, Daniel Zharkovky, Secretary of the ALLIED WORLD INSURANCE COMPANY, do hereby certify thatthe foregoing excerpts of Resolution adopted bythe Board of Directors of this corporation, and the Power of Attorney issued pursuant thereto; are true and correct, and that both the Resolution and the Power of Attorney are in full force and effect. W, , IN WITNESSWHEREOF, I have hereunto set my hand and affixed the facsimile seal ofthecorporadon this' 'ir' daycf.. e b -0y"20,b SUR 00046 00(312013) Daniol Zharkovky, AVP AVP, Assists nt Ge here ICounsel - 23C =27 Nis. 3186 -4 STATE of CALIFOMIA DEPARTMEN"T" OF INSUi2ANCE SAM T'IUNCISCO Amended Certificate of Authority TI-HS IS TO CERTIFY that, pursuant io the Insurance Code of the State of California, Allied World Insurance Company of New Hampshire, organbredunder the laws ofNew Hampshire, subject to its Articles of Incorporation or other fundamental organizational documents, is hereby axethorizedto tramactwithin thisState, subject to all provisions of this Cartificate, the following classes of insurance: Fire, Marine, Surety, Plate Glass, Liability, Workers'Coanpens ttlon, Common Cartier Liability, Boiler and Machinery, Burglary, Credit, Sprinldoir, Team and Yehicle, Automobile, Aircraft, and Miscellaneous as such classes are now or may hereafter be defined in the Insurance Laws ofthe State of Calt n'nia. TMS CERTIFICATE is expressly conditioned upon (lie holder hereof now and hereafter being in fill compliance with all, and not in violation of arty, oftha applicable laws and lawful requirements made under authority of the laws of the State of California as long as such laws or requirements are in effect and applicable, and as such laws and requirements now are, or moy hereafter be changed or amended. IN W=- SS WHFREOP, effecttva as of the 22"d Clay of May, 2013, !have hereunto set my hand and caused my official seal to be affixed this 2 %a day of May, 2013. Dave Jones Insurance Commtsetonar By Susan J. Stapp /' for Nettie Hoge ChwDepuiy NOTICE: Qualification with Cite SeoroarY of 91ate must be eccemplishad ae ragrdrodhy 14o Cmlifomia Corpnratlans Code luvoyitly after lesoaneo ofthis Certirioata ofAuthatit5', Failuro to do so will be a violation ol'lnsuraoco Code 80ed0001 and willbuine ndsfor rwoleiug this Certificate of Authority pursuant, to the covenauts made in the application therefor and the conditions contained herein, 23G-28 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(16 1) LIST OF SUB - CONTRACTORS Section 4100 ct. seq, of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: • Streos, highways including bridge projects: '' /x% of the bid or $10,000, whichever is greater • Buildings, parks, or other projects: %s% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name License DIR Reg Location Phone "Type Of Amount Cvt,SS ka —vd Namc License DIR Re€ Locatiot Phone Type Of Amount $ 6xtho 0 0 Name Off- Name oAV`( License # /Exp. -vv ?,I VoryS jWk IA license # /Exp. DIR Reg. #/Exp. L3�L DIR Reg, #/Exp. i A ©cEtp� Cf3�(L License # License # Location 'r wj e, Phone '1\`1 3 °1 H 5- t' Type Of Work S.i , Amount $ L Name u�1w�GV,4 License # /Exp. ti 5 �j1i DIR Reg. # /Exp, License # Location 4"k x! Phone 'wA b 06 °v�t� Type Of Work Amount $ S-00 k Signature of Bidder Location Phone — Type Of Work Ta5�14 l•� Amount$ Name License # /Exp. DIR Reg. # /Exp. License # Location Phone Type Of Wort: _ Amount $ P -9 of 1' -17 23C -29 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6372 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. I. Please see attached Name and Address of Owner. Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed 2, _ Name and Address of owner. Name and Telephone Number of person familiar with project. _ Contract Amount 3. Name and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed. Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Please see attached P -10 of P -17 23C -30 Traffic Signal Improvements at Pasadena Ave & Walnut St Amount: $110,684.96 Owner: City of Pasadena Owner Address: 100 N. Garfield Ave Pasadena, CA 91109 Project Manager: John Ramey Contact Phone #: (626) 744 -5912 Fax #: (626) 396 -7986 Status: Completed Approximate Start /End Dates: August 2015 -Jan 2016 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Loop Detectors and Bicycle loop Detectors, Traffic Signal & Poles, Cabinet & Controller. Traffic Signal Modification Raitt Street at Adams Street Amount: $707,855.63 Owner: City of Santa Ana Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: Edward Torres Contact Phone M (714) 647 -5029 Fax #: (714) 647 -5622 Status: Completed Approximate Start /End Dates: April 2015 -Aug 2015 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Communication Equipment, Loop Detectors, Fiber Optic, Cable, Preemption System, Cabinet & Controller, Access Ramps, and Striping & Markings. Lincoln Avenue and Westchester Drive Traffic Signal System Improvement Project Amount: $227,460.00 Owner: City of Anaheim Page i of 4 Document Las( Updated 41512016 23C -31 Owner Address: 200 South Anaheim Blvd Anaheim, CA 92805 Project Manager: Robert Palaeologus Contact Phone #: 714 - 765 -5285 Status: Completed Approximate Start /End Dates: September 2014 — November 2014 Description of Supplies, Equipment, or Services Provided: installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Name Signs, HPS Luminaires, Loop Detectors, LED Countdowns, Cabinet & Controller, Access Ramps, Median Nose, Striping & Markings. Traffic Signal Modification at Euclid Street & County Hills Drive Amount: $109,942.80 Owner: City of to Habra Owner Address: 201 East to Habra Blvd to Hobra, CA 90633 Project Manager: Sam Makor Contact Phone #: 562- 383 -4158 Status: Completed Approximate Start /End Dates: June 2014 — August 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Name Signs Relocation, Signals, Pedestrian Push Buttons, Cabinet Modification, LED Flashing Beacons. San Gabriel Blvd, et. al TSM0010049 Amount: $1,463,453.23 Owner: County of Los Angeles Department of Public Works Owner Address: 900 South Fremont Ave Alhambra, CA 91803 Project Manager: Abigail Flores Contact Phone #: (626) 458 -3157 Status: Completed Approximate Start /End Dates: Jan 2013 -- March 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Reflective Street Name Signs, Illuminated Street Name Signs Relocation, Curb Ramps and Preemption System. Tustin Street & Palm Avenue Left Turn Signal Modification Amount: $179,527,00 Owner: City of Orange owner Address: 300 East Chapman Ave Orange, CA 92866 Project Manager: Medel Llanes Contact Phone #: (714) 744 -5535 Fax #: (714) 744 -5573 Page 2 of 4 Document Last Updated 41512016 23C -32 Status: Completed Approximate Start /End Dates: Nov 2013 -Jan 2014 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signal at One Intersection along with Traffic Control, LED Illuminated Street Name Signs, Install New Cabinet, Safety Lighting, Loops, Vehicle Pre- emption System, Sidewalk Access Ramps & Traffic Signal Heads. Woodruff /Washburn Traffic Signal Amount: $156,697,58 Owner: City of Downey Owner Address: 11111 Brookshire Ave Downey, CA 90241 Project Manager: Keith Hoey Contact Phone #: (562) 622 -5898 Fax #: (562) 904 -7296 Status: Completed Approximate Start /End Dates: Apr 2013 -Aug 2013 Description of Supplies, Equipment, or Services Provided: Upgrading Traffic Signal at Intersection, Trenching, Conduit Runs, and Installation of LED Safety Lighting. Traffic Signal Modification at Brookhurst Amount: $237,213,67 Owner: City of Huntington Beach Owner Address: 2000 Main Street Huntington Beach, CA 92648 Project Manager: John Griffin Contact Phone #:(714)375 -5011 Fax #: (714) 374 -1648 Status: Completed Approximate Start /End Dates: March 2011 -Sept 2011 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signal at Multiple Intersections along with Traffic Control, Installation of Curb Ramps & Traffic Signal Heads, and Monument Preservations, Traffic Signal System Upgrade Phase V -VIII Amount: $292,175.99 Owner: City of Santa Ana Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: William Albright Contact Phone #: (714) 647 -5029 Fax #: (714) 647 -5622 Status: Completed Approximate Start /End Dates: Jan 2011 -Aug 2011 Description of Supplies, Equipment, or Services Provided: Installotion of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Page 3 cf 4 Document Last Updated 41512016 23C -33 Loop Detectors and Bicycle Loops, Fiber Optic, Cable, Signal Heads, CCTV System, and Preemption System. Traffic Signal at Various Locations HSIPL 5331 (017) & HSIPL 5331 (010) Amount: $507,840.79 Owner: City of La Puente Owner Address: 15900 East Main Street La Puente, CA 91744 Project Manager: Jason Brown, Willdan Contact Phone #: (562) 908 -6222 Status: Completed Approximate Start /End Dates: June 2012 — March 2013 Description of Supplies, Equipment, or Services Provided: installation of Conduit Pullboxes, Traffic Signal, Loop Detectors and Bicycle Loops, Curb Ramps and Preemption System. 2P Street & Cherry Ave Traffic Signal Amount: $247,540.60 Owner„ City of Signal Hill Owner Address: 2175 Cherry Ave Signal Hill, CA 90755 Project Manager: Natalie Avila, RKA Group Contact Phone #: (909) 594 -9702 Fax #: (909) 594.2658 Status: Completed Approximate Start /End Dates: Feb 2013 —Sept 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Curb Ramps and Preemption System. Page 4 of 4 DoeumcW Last Updated 41512016 23C -34 929 Otterbein Ave., Unit E La Puente, CA 91748 Ph: (626) 810 -1338 Fax: (626) 810-1322 www.cpengineeringinc.com California Professional Engineering, lac. We intend to procure all bonds from: The Hanover Insurance Company Yung T. Mullick, Attorney -In -fact 24800 Chrisanta Drive, Suite 160 Mission Viejo, CA 92691 949 - 461 -7000- office # 949 - 461 - 7725 -fax # ymullick @thebond- exchange.com We intend to procure all general /access liability /auto liability certificates from: Grosslight Insurance, Inc. George Duran, Agent 9381 Haven Ave Rancho Cucamonga, CA 91730 909- 204' -3629- office # 909 - 204 -3679 -fax # ge" orceCa) rg ossli hg l.com. We intend to procure all workers' compensation certificates from: BBSI Magdalena Gilane, Agent 1950 Sunwest Lane, Suite 250 San Bernardino, CA 92408 909 -890- 0100 - office # 909 - 890 -0120 -fax # magdalena. gilane @bbsihq. com Page 1 of I 23C -35 Docurnent Last Updated 9.7.2016 CITY•OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years. 1. Please see attached Name and Address of Owner. 2, 3. Name and Telephone Number of person familiar with project. Contract Amount Type of Work _ Date Completed and Address of owner. Name and Telephone Number of person familiar with project. Contract Amount Name and Address of owner. Type of Work Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. lease see attached P -I1 ofP -17 23C -36 929 Otterheln Ave., Unit E La Puente, CA 91748 Ph: (626)81D -1338 Fax: (626) 810-1322 www.cpenglneeringlnc.com California Pro" oval Engineering, Inc. Traffic Signal -Job References Traffic Signal Improvements at Pasadena Ave & Walnut St Amount: $110,684.96 Owner: City of Pasadena Owner Address; 100 N. Garfield Ave Pasadena, CA 91109 Project Manager: John Ramey Contact Phone #: (626) 744 -5912 Fax #:(625)396 -7986 Status; Completed Approximate Start /End Dates: August 2015 -Ian 2016 bekri,ption of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Loop Detectors and Bicycle Loop Detectors, Traffic Signal & Poles, Cabinet & Controller. Traffic Signal Modification Raitt Street at Adams Street Amount: $707,855,63 Owner: City of Santa Ana Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: Edward Torres Contact Phone #: (714) 647 -5029 Fax #; (714) 647-5622 Status: Completed Approximate Start /End Dates: April 2015 -Aug 2015 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pull Boxes, Communication Equipment, Loop Detectors, Fiber Optic, Cable, Preemption System, Cabinet & Controller, Access Ramps, and Striping & Markings. Lincoln Avenue and Westchester Drive Traffic Signal System Improvement Pra ect Amount: $227,450.00 Owner: City of Anaheim Page 1 of 4 Docnunent Lasi Updated 4612016 23C -37 Owner Address: 200 South Anaheim Blvd Anaheim, CA 92805 Project Manager: Robert Palaeologus Contact Phone #: 714 - 765 -5285 Status: Completed Approximate Start /End Dates: September 2014 — November 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Name Signs, HPS Luminaires, Loop Detectors, LED Countdowns, Cabinet & Controller, Access Ramps, Median Nose, Striping & Markings. Traffic Signal Modification at Euclid Street & County Hills Drive Amount: $109,942,80 Owner: City of La Habra Owner Address: 201 East La Habra Blvd La Habra, CA 90633 Project Manager: Sam Makor Contact Phone #: 562- 383 -4158 Status, Completed Approximate Start /End Dates: June 2014 — August 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Poles, Illuminated Street Nome Signs Relocation, Signals, Pedestrian Push Buttons, Cabinet Modification, LED Flashing Beacons. San Gabriel Blvd, et, al TSM0010049 Amount: $1,463,453.23 Owner: County of Los Angeles Department of Public Works Owner Address: 900 South Fremont Ave Alhambra, CA 91803 Project Manager: Abigail Flores Contact Phone #: (626) 458 -3157 Status: Completed Approximate Start /End Dates: Jan 2013 — March 2014 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Reflective Street Nome Signs, Illuminated. Street Name Signs Relocation, Curb Ramps and Preemption System. Tustin Street & Palm Avenue Left Turn Signal Modification Amount: $179,527.00 Owner: City of Orange Owner Address: 300 East Chapman Ave Orange, CA 92866 Project Manager: Medel Llanes Contact Phone #: (714) 744.5535 Fax #: (714) 744 -5573 Page 2 of 4 Uoc2mient Last Updated 415120)6 23C -38 Status: Completed Approximate Start /End Dates: Nov 2013 -Jan 2014 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signal at One Intersection along with Traffic Control, LED Illuminated Street Name Signs, Install New Cabinet, Safety Lighting, Loops, Vehicle Pre- emption System, Sidewall<Access Ramps & Traffic Signal Heads, Woodruff /Washburn Traffic Signal Amount: $156,697.58 Owner: City of Downey Owner Address: 11111 Brookshire Ave Downey, CA 90241 Project Manager: Keith Hoey Contact Phone #: (562) 622 -5898 Fax #: (562) 904 -7296 Status: Completed Approximate Start /End Dates: Apr2013 -Aug 2013 Description of Supplies, Equipment, or Services Provided; Upgrading Traffic Signal at Intersection, Trenching, Conduit Runs, and Installation of LED Safety Lighting. Traffic Signal Modification at Broolchurst Amount: $237,213.67 Owner: City of Huntington Beach Owner Address: 2000 Main Street Huntington Beach, CA 92548 Project Manager: John Griffin Contact Phone #: (714)375 -5011 Fax #: (714) 374 -7.648 Status: Completed Approximate Start /End Dates: March 2011- Sept2011 Description of Supplies, Equipment, or Services Provided: Modify Traffic Signal at Multiple Intersections along with Traffic Control, Installation of Curb Ramps 8 Traffic Signal Heads, and Monument Preservations, Traffic Signal System Upgrade Phase V -VIII Amount: $292,175.99 Owner: City of Santa Ana Owner Address: 20 Civic Center Plaza Santa Ana, CA 92701 Project Manager: William Albright Contact Phone #: (714) 547 -5029 - Fax #: (77.4) 647 -5622 Status: Completed Approximate Start /End Dates: Jan 2011 -Aug 2011 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Page 3 of 4 Document Last UpdnW 41522016 23C -39 Loop Detectors and Bicycle Loops, Fiber Optic, Cable, Signal Heads, CCTV System, and Preemption System, Traffic Signal at Various Locations HSIPL 5331 (017) & HSIPL 5331 (010) Amount: $507,840.79 Owner: City of La Puente owner Address: 15900 East Main Street La Puente, CA 91744 Project Manager: Jason Brawn, Willdon Contact Phone #: (562) 908 -6222 Status: Completed Approximate Start /End Dates: June 2012 -- March 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Loop Detectors and Bicycle Loops, Curb Ramps and Preemption System, 201h Street & Cherry Ave Traffic Signal Amount: $247,540.60 Owner: City of Signal Hill Owner Address: 2175 Cherry Ave Signal Hill, CA 90755 Project Manager: Natalie Avila, RKA Group Contact Phone #: (909) 594 -9702 Fax #:(909)594 -2658 Status: Completed Approximate Start /End Dates: Feb 2013 — Sept 2013 Description of Supplies, Equipment, or Services Provided: Installation of Conduit, Pullboxes, Traffic Signal, Interconnect Cable, Communication Equipment, Loop Detectors and Bicycle Loops, Fiber Optic, Curb Ramps and Preemption System. Page 4 of 4 Document Last Updated 41512016 23C -40 929 Otterbein Ave., Unit E La Puente, CA 91748 Ph: (626) 810-1338 Fax: (626) 810-1322 www.cpengineeringinc.com California Rrokss onal 'En ineerin�, Inc. We intend to procure all bonds from: The Hanover Insurance Company Yung T. Mullicic, Attorney -In -Fact 24800 Chrisanta Drive, Suite 160 Mission Viejo, CA 92691 949- 461 - 7000 - office # 949- 461 - 7725 -fax # yini,illicic@thebond-exchange.com We intend to procure all general/access liability /auto liability certificates from: Grosslighf insurance, Inc. George Duran, Agent 9381 Haven Ave Rancho Cucamonga, CA 91730 909 -2Q4- 3629 - office # 909- 204 -3679 -fax # -goorge@u6ssligLit.com We intend to Procure all workers' compensation certificates from: BBSI Magdalena Gilane, Agent 1950 Sunwest Lane, Suite 250 San Bernardino, CA 92408 909 -890- 0100- office # 909 - 890 - 0120 -fax # m,,igdalel,la.gilaile@bbsihq.com Page 1 of I 23C -41 Document Last Updated 9.7.2016 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PRO.IECTNO: ATPL- 5063(161) NON - COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest o£ or on behalf of, any undisclosed Pei-soil. partnership, company, association, organization, or corporation, that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded. conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to 'fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non - collusion Afficlavit is pain of (lie Proposal, BIDDERS are cautionel thKrrraking a falsAceitification may subject the certifier to criminal Signed State of California County of LosAngeles Subscribed and sworn to (or affirmed) before me on this __ day of _. 20 , by proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary public Signature Notary Public Seal P -12 ofP -17 23C -42 State of California County or_Los Arigeles Iss, Subscribed and sworn to (or affirmed) before me on this .,-10_—_ day of October 20 16 , by Van Nguyeyi proved to me on the basis of'satisfactory evidence to be the person(x� who appeared before me. MAARY SSIGNATURI, A notary public or other office completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness. 8ccuracv, or validity of that document. PLACH NO r,"ZY ihAl- N AUOVI; SV',%CF OPTIONAL INFORMATION The information below is optional. However, it may prove valuable and could prevent fraudulent attachment or this form to on unauthorized document. CAPACITY CLAIMED BY SIGNER (PRINCIPAL) DESCRIPTION OFATTACHED DOCUMENT E] INDIVIDUAL Kx] C010'ORAI- OFFICER b.--osi�a�.9N.=Iy,-Tfcasurer,Manager TITLE ORTYPE OF DOCURIHN'T [,- I PARTNr -,R(S) r] NI TOR N LY-IN-VACT Ei TRUSTEE(S) NUMBER OF'I'AGIN G[JAIiDIANI(-'ONST-�,IZVYVI'01,' OTHER: )AM'OF )CUN4F.N1 (YFflFR A BSENTSI G N ER (PRINCIPAL) IS REPRF-SENT1 NG: [UGH r NAME OFITRSON(S) OR FNI 11 MM T11UMBPRINT Califoinia Proficssimal Engineering, hic, OF SIGNER r. 41 4 , IF, 23C-43 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) NON - DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin, The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each tabor 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 eommitinents 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 administer ng agency and the Secretary of ,Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non - compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law, P -13 ofP -17 23C -44 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SC1 -400L EN14ANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) 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. S. 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 w(rks violatii g this Section is subject to all the penalties imposed for a violation of the Clio, C¢t: Signed: Title: President Firm: California Professional Engineering,lnc. r, i[ +7ltNll►,�1� P -14 of P -17 23C -45 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS, The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1, Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he /she employs journeymen or apprentices on the public work,! in the same amount or upon the same basis and in the same manner as the other contract isj except contractors not signatory to the trust agreement shall pay a like amo t �}7l e C�alir)ia Apprenticeship Council. Signed: ° S Title: President Firm: California Professional Engineering, Inc. Date: 10/10/2016 P -1.5 of P-17 23C -46 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 16 -6872 SATE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) STATEMENTREGARDING "ANTI - KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti- Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CF'R, Part 3). '['his act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give tip any part of the compensation to which he/she is otherwikoxntitled. 1 Signed: Title: President Firm: California Professional Engineering Inc. Date: 10110/g P -16 of P -17 23C -47 CITY OF SANTA ANA PROPOSAL PROJECT NO., 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS FOR WASHINGTON ELEMENTARY STATE PROJECT NO: ATPL- 5063(161) PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDEN shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, over been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No X If the answer is yes, explain the circumstances in the following space. P -17 of P -17 23C -48 J_ cm cm LU W.f I.— W M C-7 tya X m w m LLA M C3 C�j C3 m r-I L: C:) ca V,— C-3 C3 " C13 t-�j M ED r 3 M U M C3 CM = CL3 C-3 14 M. M Cm C3 L3 60 CD E -'-4 L2 cc C3 LU C1 __j Cs C2 YL CA C= M LM C= Lai CX3 cm C. co C*A CV3 C13 -zx C%4 LLJ r/3 00 rm C14 C= cj� cm C2 C73 C3 r I C.3 4� CO CY3 M3 • M cc 3 LLJ VC1 3 , r-IL mm CPJ 2.3t.0 irs 23C -50 Exhibit 3 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6572 SAFE ROUTES TO SCHOOL ENHANCEMENTS AT WASHINGTON ELEMENTARY This CONSTRUCTION CONTRACT is made and entered into this 6s' day of December, 2016, by and between the CITY OF SANTA ANA, CALIFORNIA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, hereinafter referred to as "CITY" and California Professional Engineering, Inc., hereinafter referred to as "CONTRACTOR', WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Safe Routes to School Enhancements for Washington Elementary Project, hereinafter referred to as the "Work of Improvement" identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which hiclude the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the Work of Improvement the sum total amount not to exceed $457,711.75 — Four Hundred Fifty -seven Thousand Seven Hundred Eleven Dollars and Seventy -five cents, as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." Page 1 of 3 23C -51 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NO. 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS AT WASHINGTON ELEMENTARY The BID PROPOSAL contains a schedule of unit price(s) or Lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as maybe deemed necessary or advisable. 4. CONTRACTOR agrees to complete the Work of Improvement within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A ") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the Work of Improvement a salary or wage at least equal to the prevailing salary or wage established for such work as set, forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100 %) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100 %) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 7. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects tip to $500,000, the Warranty Bond amount shall be the greater of $10,000 or 20% of the final contract price. For projects above $500,000, the Warranty Bond amount shall be the greater of S 100,000 or 10% of the final contract price. 8. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 1/ Page 2 of 3 23C -52 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT N0, 16 -6872 SAFE ROUTES TO SCHOOL ENHANCEMENTS AT WASHINGTON ELEMENTARY IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM, SONIA R, CARVALHO City Attorney BY U,, n Jo# Funk Assistant City Attorney CITY OF SANTA ANA: DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: Fred Mousavipour Executive Director, Public Works Agency CONTRACTOR: C Page 3 of 3 23C -53 23C -54 COST ANALYSIS CONSTRUCTION OF THE PROJECT NO. 16 -6872: SAFE ROUTES TO SCHOOL ENHANCEMENTS AT WASHINGTON ELEMENTARY Construction Contract $ 457,711.75 Contract Administration $ 28,398.00 Inspection and Testing $ 40,259.25 Contingencies $ 45,772.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 572,141.00 EXHIBIT 4 23C -55 23C -56 WIFITLoTle TIM ,0. CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AGREEMENTS FOR INFORMATION TECHNOLOGY SERVICE MANAGEMENT SYSTEM {STRATEGIC PLAN NO. 7, 2D) {SURPLUS ALLOCATION FUNDING) /,Z an�� CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ;,••:• o Il As Recommended M As Amended El Ordinance on 191 Reading 0 Ordinance on Zd Reading 0 Implementing Resolution M Set Public Hearing For CONTINUED TO Authorize the City Manager and the Clerk of the Council to approve and execute agreement with Cherwell Software for an Information Technology Service Management System for a two -year period, beginning December 1, 2016 through November 30, 2018 in the amount of $61,850, subject to nonsubstantive changes approved by the City Manager and City Attorney. Authorize the City Manager and the Clerk of the Council to approve and execute agreement with Migration Technologies (MiTech) for implementation professional services of the Cherwell system for a one -year period, Beginning December 1, 2016 through November 30, 2017 in an amount not -to- exceed $150,000, subject to nonsubstantive changes approved by the City Manager and City Attorney. This project is in accordance with the City Council- approved Surplus Allocation Plan of October 18, 2015. Department: Project: Category: Total Funding: Technology IT Equipment Upgrades- Computers/ Laptops Mobile Technology Technology $228,276 FY 16 -17 DISCUSSION One of the primary goals of the City's Information Technology Strategic Plan focuses on Organization Excellence. The Information Technology (IT) Department supports: 25A -1 Agreements for Information Technology Service Management System December 6, 2016 Page 2 • 24- location wide area network, including fiber optic and microwave sections • Wireless Wi -Fi network with approximately 250 access points • Telecommunications infrastructure and network to provide communications capability to more than 1,800 extensions in 22 locations • Data center that hosts more than 250 virtual servers, plus storage and backup devices • Support for more than 175 business applications • Approximately 300 cellular phone devices • More than 2,000 PC and tablet devices • Help desk to support more than 1,500 city employees and other key personnel To more efficiently manage this complex environment, log IT help desk tickets and service requests received by users, and manage ongoing projects, it is a best practice to utilize an IT service management system (ITSM). Beginning in February 2016, a selection team consisting of staff from the IT Department, Public Works Department, and Police Department began evaluating several of the top ITSM systems on the market focusing on the mid -range government market. On June 27, 2016, a Request for Information was issued to five viable vendors. The selection team unanimously selected the Service Management system from Cherwell Software based on the functionality of the system, adherence to ITIL standards, and the low cost with which the City could acquire the system by piggybacking on the volume price agreement offered to Los Angeles County, The Cherwell Software system includes modules for the IT Service Desk, Incident Management, Change Management, Knowledge Management, IT Asset Management, Configuration Management, and Project Management. The system also includes a self - service portal to streamline interactions with end users as well as reports and dashboards to more easily manage work activities. On September 28, 2016, a Request for Proposal was posted on the City's website seeking a qualified firm to assist the City with the Implementation of the system and to help define the new business processes within the IT Department. Six firms submitted proposals, none of which were Santa Ana companies. A selection team consisting of staff from the IT Department, Public Works Department, and Police Department evaluated the proposals. Firm Location Score Rank Migration Technologies (MiTech) Camarillo, CA 30.5 1 Beyond 20 Tempe, AZ 23.0 2 Avante Solutions Chicago, IL 21.0 3 StrataCom Colorado Springs, CO 16.5 4 SigmaSoft Dallas, TX 13.0 5 GoCal San Diego, CA 7.0 6 25A -2 Agreements for Information Technology Service Management System December 6, 2016 Page 3 At the conclusion of the RFP process, the selection team unanimously ranked MiTech as the top vendor. The proposal by MiTech contained adequate hours to perform the expected work, and the firm's rates were reasonable and within industry standard. It was also the only firm that proposed an on -site resource for the entire length of the project since it had a local resource in Irvine, CA. The proposal was found to provide the best value and is appropriate for the project because of the firm's qualifications and understanding of the scope. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #7 — Team Santa Ana, Objective #2 (establish communications plans to engage and inform employees and the community about City Activities), Strategy D (Invest in software /resources that will help streamline the flow of information to City staff and the public). FISCAL IMPACT Funds will be budgeted and available for the initial purchase and implementation of the system as follows: Description Account Fiscal Year Amount Council Special Projects - IT 05010024 -66400 FY 2016 -17 $204,375 Equipment Upgrades- Computers/ Laptops Mobile Technology Funds will be budgeted and available for on -going support and maintenance as follows: Description Account Fiscal Year Amount Software Support & Maintenance 10920148 -62306 FY 2017 -18 $7,475 Total Purchase, Implementation, Support and Maintenance Cost: $211,850 APPROVED AS TO FUNDS AND ACCOUNTS: JA wVl A R�R A�IP r - -� iii::� Jack iulla Francisco Gutierrez 00 Chie echnology Innovations Officer Executive Director Information Technology Department Finance & Management Services Agency Exhibits: 1. Agreement with Cherwell Software 2. Agreement with Migration Technologies (MiTech) 25A -3 25A -4 Cherwell CHERWELL ORDER CONFIRMATION order# 10770 SOFTWARE" Customer Name (Must be Full Legal Entity Name ) City or Sant. Ana Date Issued 11121116 pre area B Chris Hunt Installation Address (or Company Address If 20 Civic Center Plaza hosted City stets Zip Santa Ana CA 92701 Primary Contact Jack Clulla COMflnfermatlan OfBner PO# If fn, aired Telephone 714. 836.0880 'WI 'a n .er EC.nta. ... License II Contact Name Norman Farah T14.647 -6589 Billing Contact Nama Nermeen Faran Billing Email rvpnra santaana. LIc!qttTjLo Perpetual Hosting Customer Heated - Product Unit Description price Olairsurd, Price Amount Licensed SOihvare Chereeil Service Management(CSM) Concurrent User License. 25 $3,90L00 $2,405.00 $1,495.00 $37,375.00 Trainlag Cnenvell Enterprise 9pbasimon All Access Tralning Pass 1 $17,000.00 $0.00 $12000.00 $17,000.00 Total Contact Value $54,375.00 All Prices in USD "mohmd sm"an in, pno &9 for this Order CoarrmaRon Is pursuant to County oflos Angeles ISO Conduct # MA•IS -0340035, as amended, Which Includes the previefoo of Additional Terms: Cherwell Maintenance& Support ' for the rrst year at no east to Customer, Fees Tor Mammmume and Support earl commence at Day 386 and Will be edrad at an annual: cast of $299,00, paruoncun v llicense subject In and through the term of lie ISO Cons aatif MA -M- 1340035; No other terms oflSO Croe(rael # MA- 154340030 appy, Use of the Immense` Scented, is subject to the End -U mr Unseen, Agreement naleremoeddmthis Order Confirmation. Payment Terms; Payment due within 30 dare of lovelorn. Licensed Soawaton Treating Gasses. muntenanbe & Supnmtbe.Invoiced Immedlaoly:TfalmaS increases are Inverse Immediately, are ndnrefundabla End are valid (or Oneyeai fmm dale of oNer. Promes err Servlcee to be invoiced: as tendered, The above; pacing does not Include am,... icabie: sales tax or similar tax Tblr, enkr cannoneer, .1111 vuslomen and man bt arced o,: a no agreement ui aaehed nor License Agreammt(EU.A) X baaA,.wwdaervrorcom/ma uamLealle Wa dt (print name and title) ana @rcamen[ Icullatlodl Heated Seines Addendum(HSA) Does not aopiY ryttoJ/ vmw. Alenweltcom /can,wmdbeal(fisa.pdo Data anwnen rh*re raft -N, U.C. t"ch —1 'i and om cwmuo.maaOIn ffi s"nmeneanamed berm by "raze'[ w. CUo.ana' 6-n, ahral Na"adn'. nd Approved as to Form Recommended for Approval Attest Version 2015.6 ohn M. Funk Jack Clulla Maria D. Huizar Assistant City Attorney Chief Technology Innovations Officer Clerk of the Council Exhibit 1 do- 01soluvar.. Bxs omale ells,. smtexoq celoraa, spanuS In noU /W- @44000 -.—to-11 — 25A -5 CHERWELL END -USER LICENSE AGREEMENT THIS END -USER LICENSE AGREEMENT ( "EULA "), TOGETHER WITH ANY APPLICABLE CHERWELL ORDER CONFIRMATION FORM THAT REFERENCES THIS EULA (COLLECTIVELY, THE "AGREEMENT "), Is BETWEEN CHERWELL SOFTWARE, LLC, A DELAWARE LIMITED LIABILITY COMPANY ( "CHERWELL"), AND THE CUSTOMER IDENTIFIED ON THE ORDER CONFIRMATION FORM ("CUSTOMER"). THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND CHERWELL REGARDING THE CHERWELL SOFTWARE PRODUCTS ( "LICENSED SOFTWARE") AND THE MAINTENANCE AND SUPPORT AND PROFESSIONAL SERVICES THAT ARE LISTED ON THE ORDER CONFIRMATION FORM. BY INSTALLING OR USING THE LICENSED SOFTWARE, CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, 1. GRANT OF LICENSE 1.1 Perpetual License. The Licensed Software, which includes all configurable and executable application content or "Blueprints," is licensed to Customer for use subject to the terms of this Agreement. Cherwell hereby grants to Customer and Customer fully accepts, upon delivery, a nonexclusive, nontransferable and perpetual (unless terminated as provided below) right to use only the executable version (no source code) of the Licensed Software. Customer is allowed only the numberof concurrent users of the Licensed Software as shown on the Cherwell Order Confirmation Form. If Customer wishes to expand the number of authorized concurrent users covered by the license, Customer can purchase additional user licenses. Customer's authorized concurrent users of the Licensed Software can include Customer, Its subsidiaries and affiliates, and their employees and authorized representatives, agents and contractors. Customer may install copies of the Licensed Software in non- production environments, for purposes of testing, development or disaster recovery, provided, however, that such copies cannot be used for production purposes and there cannot be more than one installation of the Licensed Software in a production environment. In no event shall the number of concurrent users in a production environment exceed the authorized concurrent users covered by the license. 1.2 Intellectual Property Rights. The Licensed Software is protected by copyright and other intellectual property laws. Cherwell retains all rights, title and interest in and to the Licensed Software. Customer agrees that this is a license only and that no title passes to Customer. If Customer makes or installs copies of the Licensed Software as provided in this Agreement, the original and all copies of the Licensed Software may not leave Customer's control and are owned by Cherwell. Customer retains all rights to Its data. 1.3 Restrictions. To the maximum extent permitted by applicable law, Customer may not resell or otherwise transferfor value the Licensed Software without the written consent of Cherwell, Customer may not export, ship, transmit, or re- export the Licensed Software in violation of any applicable law or regulation, including, without limitation, the Export Administration Regulations issued by the United States Department of Commerce and the United States trade embargoes and economic sanctions administered by the U.S. Treasury Department, Office of Foreign Assets Control, or any such similar law or regulation Issued by such othergovernmental entity which may have jurisdiction over such expert. Customer agrees not to: (1) modify, decompile, disassemble or reverse engineer the object code portions of the Licensed Software; (ii) distribute, rent, lease or lend the Licensed Software; or (iii) use the Licensed Software except as expressly permitted underthis Agreement. 2. INDEMNIFICATION 2.1 Cherwell shall defend, Indemnify and hold Customer harmless against all third party claims, Suits, proceedings, costs, damages, losses and expenses (including reasonable attorneys' fees), and judgments incurred, claimed orsustained by Customer arising out of or related to any allegation that any portion of the Licensed Software (including any updates, error corrections, or upgrades thereto), when used solely in the manner and forthe purpose forwhich itwas licensed hereunder, violates any patent, copyright, trade secret, trademark, or other third party intellectual property right. If a claim is filed in a court or other administrative proceeding seeking to enjoin the use of the Licensed Software, Cherwell shall either; (1) at Cherwell's cost, procure for Customer the rightto continue to use the relevant portion of the Licensed Software; (ii) replace, 25A-6 Cherwell US EULA (rev. 23 May 2015) Page A of 5 at Cherwell's cost, the relevant portion of the Licensed Software with a substitute product that functions substantially in accordance with the applicable specifications for that portion of the Licensed Software; or (iii) at Cherwell's cost, modify the Licensed Software so that it does not Infringe or misappropriate, provided that the Licensed Software, as modified, continuesto perform substantially in accordance with the applicable specifications, 2.2 Cherwell's indemnification obligation pursuant to the above shall not apply to the extent any infringement claim Is found to be caused by (I) Customer's use of the Licensed Software In a manner that is not provided for under this Agreement or Cherwell's user documentation; or (II) Customer's use, operation or combination of all or any component or portion of the Licensed Software with all or any portion of other software, equipment or systems not provided or required by Cherwell. As a condition precedent to any liability of Cherwell, If Customer receives notice of any Infringement claims for which indemnification may be available under the above, Customer must promptly notify Cherwell in writing of the Infringement claim. 2.3 Cherwell will have the right to control the defense, select counsel, and direct the course of resolution, Including settlement of any infringement claim (but only if the settlement does not include an admission of liability by Customer, does not involve more than the payment of money and grants Customer a full and unconditional release from all liability with respect to the claim). In addition to the defense provided by Cherwell, Customer may elect to retain Its own counsel, but Cherwell will not be responsible for any fees or expenses of such counsel. 3. WARRANTIES AND DISCLAIMERS 3.1 Limited Warranties. Each party represents and warrants to the other that it has the legal power to enter into this Agreement Cherwell further represents and warrants that: (I) it has the right to grant to Customerthe licenseto use the Licensed Software as setforth in this Agreement without violating any rights of any third party and that, to the best of Cherwell's knowledge, the Licensed Software does not infringe or otherwise violate any intellectual property rights of any third party; (ii) the Licensed Software shall operate In material compliance with Cherwell's user documentation; (iii) all services provided by Cherwell pursuant to this Agreement relating to the Licensed Software will be performed in a timely and professional manner, by qualified and skilled Individuals, and in conformity with standards generally accepted in Cherwell's industry; and (iv) the Licensed Software shall be delivered free of any virus or otherwise malicious code, or any code or command Intended to bring down the Licensed Software or Customer's computers /networks automatically or upon command or otherwise impair their use. 3.2 Limited Remedy. In the event of any breach of warranty, Customer's sole and exclusive remedyshall be for Cherwell to either correct or replace, at no additional charge to Customer, any portion of the Licensed Software or services found to be defective or, if Cherwell is unable to correct or replace the defect, refund the license fees and any prepaid but unused Maintenance and Support or hosting fees paid to Cherwell by Customer; and in the event Cherwell introduces any virus or such disabling code or commands into the Licensed Software or any of Customer's equipment, make commercially reasonable efforts to restore any and all data or programming lost by Customer as a result of such virus or disabling code. 3.3 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WARRANTIES SET FORTH IN SECTION 3 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESSED OR IMPLIED. CHERWELL DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS SET FORTH IN THIS SECTION 3, CHERWELL MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, ITS QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 4. LIMITATION OF LIABILITY; EXCLUSION OF DAMAGES 4.1 Limitation of Liability. To the maximum extent permitted by applicable law and except for Customer's payment obligations under this Agreement and Cherwell's obligation to Indemnify Customer 25A-7 Cherwell US EULA irev. 23 May 2415) Page 2 of 5 under Section 2, each party's entire liability under this Agreement shall be limited to the amount paid by Customer for the Licensed Software, which does not Include any amounts paid for related services, 4.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS, LOSS OF USE OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, TORTOR ANY OTHER THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPTTO THE EXTENT THAT ANY THIRD PARTY CLAIM SUBJECT TO INDEMNIFICATION UNDER SECTION 2 INCLUDES SUCH DAMAGES. IN PARTICULAR, AND WITHOUT LIMITATION, CHERWELL SHALL HAVE NO LIABILITY FOR ANY DATASTORED OR PROCESSED WITH THE LICENSED SOFTWARE. 5. MAINTENANCE AND SUPPORTAND SERVICES 5.1 General. Maintenance and Support Is offered on no less than an annual basis and will commence and be invoiced in accordance with the Order Confirmation Form. Cherwell will Invoice Customer for Maintenance and Support renewal fees at least sixty (60) days prior to the end of each annual term. Maintenance and Supportfees; increase as Customer adds additional concurrent user licenses. Failuretopay any amount due under this Agreement may result In suspension of Maintenance and Support. If Maintenance and Support Is Interrupted as a result of expiration or termination, Customer maybe charged a reinstatement fee equal to the cost of Maintenance and Support for the period from the date of expiration ortermination tothe date of renewal: 5.2 Maintenance. "Maintenance" entitles Customer to receive updates, upgrades, patches, bug fixes and new releases or versions of the Licensed Software, including updated documentation, as Cherwell may provide from time to time without requirement of a separate license agreement, and without additional charge other than payment of the annual Maintenance and Support fee. 5.3 Support. Where provided by and purchased from Cherwell, "Support" entitles Customerto technical assistance with Customer's ongoing use of the Licensed Software, Mondaythrough Friday, 6:00 a.m. to 6:00 p.m. (Mountain Standard Time). Cherwell will provide support for the most current version of the Licensed Software and one prior version, including Interim releases between the two versions; for example, upon release of version 5.x Cherwell will support version 5.x and 4.x. Cherwell may provide limited support for older versions: Cherwell will use its best efforts to answer Customer's specific questions and provide support In accordance with Cherwell's service and support guidelines. Support does not include any third party productsthat are not part ofthe Licensed Software. If Support is purchased from and provided directly by a Partner, as described In Section 8.7 below; then the terms and conditions of any agreement between Customer and Partnershall govern with regard to Support. 5.4 Professional Services. Where provided by and purchased from Cherwell, "Professional Services" may Include training, implementation, installation, on -site assistance, customization, and configuration of the Licensed Software. The total "Professional Services" fee quoted on the Cherwell Order Confirmation Form, if any, Is an estimate of the number of days required based on Cherwell's current understanding of Customer's stated Implementation requirements. A statement of work shall be mutually agreed upon prior to commencement of any Professional Services. Any professional or related services purchased from and provided directly by a Partner, as described in Section 8.7 below, shall be governed by the terms and conditions of any agreement between Customer and Partner. 6. TERM /TERMINATION 6.1 Effective Date and Term. This Agreement is effective as of the earlier of the date set forth on the Cherwell Order Confirmation Form or the date Customer first installs or Uses the Licensed Software (the "Effective Date "). Customer's right to use the Licensed Software shall continue in perpetuity unless and until Cherwell terminates this Agreement for material breach by Customer. The parties acknowledge and agree that the license granted pursuant to Section 1 shall survive termination or expiration of Maintenance and Support Services. 25A -8 Cherwell US EULA(rev.23 May 2015) Page 3 of 5 6.2 Term Inatlon. Either party may terminate this Agreement upon written notice to the other party if the other partyfails to cure a material breach of this Agreement within thirty (30) days of written notice of the breach from the terminating party, If Customer elects to terminate only Maintenance and Support for Cherwell's failure to cure a material breach of its Maintenance and Support obligations, Cherwell shall return to Customer any prepaid but unused Maintenance and Support fees, on a monthly pro -rata basis as of the date Cherwell was notified of Customer's Intent to terminate. Upon any termination by Cherwell for an uncured breach by Customer, unless such termination is with regard to Maintenance and Support services only, Customer agrees to remove all Licensed Software from its computers, destroy all copies of the Licensed Software, and, upon request from Cherwell, certify in writing Its compliance. 7. CONFIDENTIALITY 7.1 Definition. As used in this Agreement, "Confidential Information" means any information, whether oral or written, designated by a party as confidential or that reasonably should be understood to be confidential or proprietary in nature. Customer's Confidential Information shall include Customer data stored or processed with the Licensed Software. Cherwell's Confidential Information shall include the Licensed Software, Confidential Information of each partyshall include the terms of this Agreement (but not the fact of its existence), as well as each party's business and marketing plans, financial data, employee data, product plans and designs, and technical information. However, Confidential Information shall not include any Information that (1) is or becomes generally (mown to the public otherthan by breach of this Agreement; (ii) was (mown to the receiving party priorto its disclosure; (lil) becomes (mown to the receiving party after proper disclosure from a third party not under an obligation of confidentiality; or (iv) was disclosed to the minimum extent necessary to comply with a lawful court order or government law or regulation, provided that in the case of (iv) the disclosing party shall provide the other party with advance written notice thereof and reasonably cooperate with the other partyto limit disclosure and obtain protective orders or other relief as appropriate. 7.2 Protection, Each party agrees to hold the other party's Confidential Information in strict confidence and to treat such other party's Confidential Information with at least the same degree of care employed with respect to its own Confidential Information (but in no event less than reasonable care). Neither party shall (1) use the other party's Confidential Information for its own account or in any manner not contemplated by this Agreement; nor (ii) disclose the other party's Confidential Information to a third party without the prior written consent of the other party. Both parties shall limit access of each other's Confidential Information to those of its employees, contractors and agents who have a need for such access and who are bound to confidentiality obligations substantially similar to those set forth In this Section. This Section shall survive termination or expiration of the Agreement (for any reason) for a period of three (3) years. 8. MISCELLANEOUS 8.1 Severability. If any of the terms, or portions thereof, of this Agreement are invalid or unenforceable under any applicable statute or rule of law, the court shall reform the Agreement to include an enforceable term as close to the Intent of the original term as possible; all other terms shall remain unchanged. 8.2 Entire Agreement. This Agreement constitutes the entire agreement between Customer and Cherwell relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, proposals and negotiations, whether written or oral, Any additions to, or modifications of, this Agreement shall be binding upon the parties only if in writing and executed by a duly authorized representative of Customer and Cherwell, TERMS AND CONDITIONS OF ANY CORRESPONDING PURCHASE ORDER OR OTHER DOCUMENT RELATING TO THE LICENSED SOFTWARE THAT ADD TO OR CONFLICT WITH THE TERMS CONTAINED IN THIS AGREEMENT SHALL BE DEEMED MATERIAL AND ARE REJECTED. 8.3 Waiver. The waiver orfailure of either partyto exercise In any respect any right provided for in this Agreement shall not be deemed a waiver of any further orfuture right under this Agreement. 8.4 Past Due Accounts. Any invoices not paid within the time period agreed on the Order Confirmation farm and not disputed in good faith may be subject to a monthly finance charge of 1.5% of amounts due or 25A-9 Cherwell US EULA (rev. 23 May 2015) Page 4 of 5 the maximum amount allowed by law, whichever Is lower. CHERWELL MAY WITHHOLD ANY APPLICABLE LICENSE KEY OR PASSWORD UNTIL ALL AMOUNTS DUE FOR THE LICENSED SOFTWARE ARE FULLY PAID. 8.5 Assignment. This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective successors and permitted assigns. A party may not assign any of Its rights, obligations, or responsibilities underthls Agreement without the prior written consent of the other party, which shall not be unreasonably withheld, except that neither a change In control in the assigning party nor assignment to any entity (other than a competitor of the other party) that controls, Is controlled by or Is under common control with the assigning party, shall be deemed an assignment in violation of the foregoing; provided, however that the assigning party gives the other party written notice of any such change in control or assignment. 8.6 Choice of Law. This Agreement is governed under the laws of the state of Delaware, without regard to its conflicts of laws principles. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which Is expressly excluded. 8.7 Third Parties and Third Party Resellers. No person who Is not a party to this Agreement has or shall have any right to enforce any term of this Agreement and no consent of any third party shall be required for any cancellation or variation of the Agreement. From time to time, Cherwell may authorize certain third parties, such as value -added resellers or solutions partners ( "Partners "), to resell the Licensed Software and Maintenance and Support Services. Customer acknowledges that as between Customer and Cherwell, Partners are not authorized to modify the terms and conditions of this Agreement nor the rights granted to Customer with regard to the Licensed Software. In certain jurisdictions or markets, Customer may purchase, from the Partner (rather than Cherwell), Support Services and Professional Services to be performed by the Partner. In such case, the terms of any agreement between Customer and Partner for such services shall govern, and Cherwell shall not be liable or otherwise responsible for Partner's performance or non- performance under such agreement. Maintenance, as described in this Agreement, shall in all cases be provided by Cherwell, subject to the terms of this Agreement. 8.8 Taxes. Unless otherwise stated on an Order form, Cherwell's fees do not Include any taxes, levies, duties or similar governmental assessments of any nature, including without limitation value - added, sales, use or withholding taxes, assessable byany local, state, provincial, federal orforeign jurisdiction (collectively, "Taxes "). Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Cherwell has the legal obligation to remit or collect Taxes for which Customer Is responsible under this paragraph, the appropriate amount shall be Invoiced to, and paid by Customer, unless Customer provides Cherwell with a valid tax exemption certificate authorized by the appropriate taxing authority. For the avoidance of doubt, Cherwell Is solely responsible for taxes assessable against Cherwell based on its Income, property or employees. Signature lines for the EULA are located on the Cherwell Order Confirmation form to which the EULA is incorporated by reference, 25A -10 ChenveilUSELLA (rev.23 May 2015) Page 5of5 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this 6TH day of December, 2016 by and between MIGRATION TECHNOLOGIES (MiTECH) ( "Consultant "), and the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. On September 28, 2016, the City issued Request for Proposal No. 16 -124, by which it sought a consultant to provide assistance with the hnplementation of the Cherwell IT Service Management System (ITSM) for the City of Santa Ana Information Technology Department, B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is lmowledgeable 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 TIIEREFORE,, 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 as set forth in Exhibit A, and incorporated by reference to this Agreement. Consultant's proposal is also incorporated by reference as though fully set forth herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B and incorporated by reference to this Agreement, The total sum to be expended under this Agreement shall not exceed $150,000 for the term of the Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonablybe expected by City, Exhibit 2 Pa elof8 29JA -11 3. TERM This Agreement shall commence on the date first written above and terminate on December 5, 2017, unless terminated earlier in accordance with Section 16, below, 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire tern of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes, 5. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Documents & Data the subcontractors prepares rmder this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSUIdANCE 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 Page 2 of 8 25A -12 of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the CITY, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self - insurance programs maintained by the CITY; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence, Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (3 0) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination, Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the city. Page 3 of 8 25A -13 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability; (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its Consultants, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 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 curing regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 25A -14 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. 12. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P,O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 Jack Ciulla Chief Teclmology Innovations Officer 20 Civic Center Plaza, 2nd Floor (M -42) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647 -5486 Page 5 of 8 25A -15 To Consultant: Migration Technologies (MiTECH) 6824 Calle Tania Camarillo, CA 93012 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 frarnes, weekends, federal, state, County or City holidays shall be excluded. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City, Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. 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 broach, failure, right or remedy, No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. Page 6 of 8 25A -16 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. NON - DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, Interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 7 of 8 25A -17 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. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney iN �. r By: JOKN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: JACK CIULLA Chief Technology Innovations Officer CITY OF SANTA ANA DAVID CAVAZOS City Manager MIGRATION TECHNOLOGIES (MITECH) NAME: Jim A. Flores TITLE: CEO /Principal Managing Partner Page 8 of 8 25A -18 EXHIBIT A Migration Technologies, Inc. a> Cherwell IT Service Management Syste Implementation RFP #16 -124 Prepared for: City of Santa Ana Submitted: October 13, 2016 Migration Technologies, Inc. 6824 Calle Tania Camarillo, CA 93012 (805) 987 -1146 Fax; (805) 987.5238 For more information contact us at: infota ATECHcorp,net Visit us on the web at: www.MiTECHcorp.net 25A -19 Table of Contents 1. INTRODUCTION .................................................................. ................................................ 3 2. SCOPE ...................... .......................................................................................... .............. 3 3. KU|TECH BACKGROUND ............................ ~ ......................... ........................................... 4 4. SCOPE (}F SERVICES ............ ,.................... ._^° ............................ ...... . ........................ 5 5. IMPLEMENTATION PLAN ......................................... . .................................................... 8 6. RESOURCES .................................................................... ........ .................... .................. 8U 7. PRICING AND PAYMENT SCHEDULE (EXHIBIT C) ............... ~~^.".. ........................... 5 8. CHANGE ORDERS ..................... ................................................ ............................... ""^%8 9. CONTACT |NFORMAT|0N~ ............................................................................... .......... ^°20 ATTACHMENT 4~M0[ECH RESOURCE BIOS ,—,.^, ............................................ "."^°.,,27 mj;;> wration Technolopies, Inc. Copyriqht C 2016, all riqhts reserved Page 2 of 29 �� 1. Introduction Currently the City of Santa Ana has three departments that have IT staffing and provide IT services, (Police, Public Works and the Library). These services include helpdesk, desktop and applications. The City's IT department consists of 29 centralized members and a dozen decentralized IT staff. The IT department provides the City's Infrastructure, Enterprise Applications, Specialized Applications and Technology Support. The decentralized departments have a dotted -line reporting to the City's CTIO. The combined IT staff supports approximately 1,500 City employees in 12 departments. It is the desire to move to a more centralized IT management. There currently are three Instances of an existing service desk tool (SpiceWorks) being used to track service tickets. Asset tracking is currently being performed with spreadsheets and does not include tagging of assets. The City would like to establish a process where assets are tagged, tracked in a system and be able to assign assets to users. Additionally, the City has a desire to establish foundational ITSM processes to support the delivery of IT services and its employees in the 12 City departments. In order to support the City's goals of establishing foundational ITSM support processes, establishing an Asset Management inventory process and system, and moving to a more centralized service desk, the City has chosen the Cherwell ITSM System to replace the existing service desk tool and provide a centralized ITSM system. 2. Scope The primary focus of the engagement is to prepare for and implement on premise, the Cherwell ITSM System so that it supports increasing efficiency and delivering value to the City. A key objective of the engagement is to deploy and implement the Cherwell ITSM System with "Out of the Box" ( "OOTB ") functionality as possible. In order to provide the most effective and successful implementation, proper preparation and pre -work needs to be completed. To ensure the City's goals and objectives are achieved the following components are considered to be in scope of the engagement. • Creation and document high level ITSM services and processes to support the in -scope Cherwell modules. These services and process include: • Incident Management • Request Management • Change Management • Knowledge Management • Asset Tracking • Support the documentation of consistent operating procedures to be utilized between City departments for IT management • Establish and implement the Cherwell environments (Dev, Stage, Test, and Production) • Establish interfaces into the City's systems, databases, network, LDAP /AD and designated 3'" party vender as needed to support the implementation and operation of the Cherwell tool • Enable the Cherwell mobile application and self - service portal so that it can be accessible from inside and outside the City's network with proper authentication • Cherwell ITSM modules within scope: o Incident /Request Management • Problem Management • Change Management Wtl Migration Technoloqies, Inc, CopVrlght © 2016, all rights reserved Page 3 of 29 25A -21 • Configuration Management (OOOTB version) • IT Self Service Portal (standard OOTB version) • Service Catalog (OOTB version) o OOTB Reports and Dashboards o Service Level Management (basic 2 tier) o Knowledge Management • Asset Tracking • Project Management Development of training materials for the Service Desk and IT staff and training materials and communication materials for IT customers i Document customizations and integrations implemented during the deployment 3. MiTECH Background Helping organizations identify IT services, costs and demand has provided our customers with millions in cost savings, sound IT strategies, improved operational performance and effective IT decision making. MITECH implements IT Service Management Software Tools (like Cherwell, ServiceNow, BMC, HP) to the next level extending ITSM process and CMDB capabilities to service strategy, financial modeling and forecasting, Demand & Capacity management, Project Portfolio Management, and service portfolio lifecycle solutions that resonate to the executive C- Suite within 120 days. Our clients exist in all vertical markets and industries across the U.S. Our unique combination of tools and award winning consulting services are highly valued by our customers. Our MiTECH consultants led LA County's Cherwell SMS Project Team in winning itSMF 2014 USA Project of the Year Award. Established in 1988, Migration Technologies ( "MiTECH ") is an experienced in IT Service Management ( "ITSM ") consulting firm offering both on -site consulting and cloud based ITSM Operations Management Services. MiTECH specializes in helping our IT clients manage their technologies and operations connecting the dots from the lowest level IT infrastructure components to the IT services and business processes those technologies support. We leverage ITIL and IT Service Management practices in helping IT organizations transform from managing by IT technology silo to managing IT services as a portfolio of service investments. Key differentiators for MITECH include: • Highly experienced staff with practical hands -on technology and management implementation experience — our consultants have actually managed and run large scale data centers. • Intellectual capital in IT operational practices and unique tools that are practical focused versus theory — our consultants have authored the ITIL Service Operation book (2011 Edition) and have published other ITSM books widely used in the industry that address step -by -step approaches for implementing IT Service management transformation programs and underpinning process /technologies The consultants we assign to our engagements bring solid technical, operations, application development, organization management expertise and "C" level executive management experience that can identify opportunities to save time and money, and improve service delivery operating performance. We are IT transformation Specialists with a track record of success in helping Clients solve extremely complex challenges including: • Service strategy and Service Portfolio development and implementation • IT enterprise inventory, assessment, rationalization decision support services of Migration Technoloqies, Inc. Copyriqht © 2016, all riqhts reserved Page 4 of 29 25A -22 • Configuration Mapping services to applications to underpinning service assets • Service based cost accumulation and cost distribution models • IT service /process assessments and CSI process improvement roadmaps • IT service management process development and implementation • Advanced Service Configuration Management database architecture and deployment • Cherwell CMS ITSM product suite implementation services ServiceNow ITSM product suite implementation services • Business impact analysis and disaster recovery planning • Datacenter consolidation /relocation • Business merger and acquisitions 4. Scope of Services A key objective of the engagement is to deploy and implement the Cherwell tool with "Out of the Box" ( "OOTB ") functionality as much as possible to minimize implementation costs. MITECH will strive to focus on and utilize this as a guiding principal, however, some of the stated requirements are not included in OOTB functionality and additional configuration will be needed. Out of the Box functionality refers to tool capabilities that are configured to function within the standard Out of the Box installation. Non -OOTB capabilities requirements are able to be configured to enable functionality to meet non -OOTB requirements, but requires additional configuration efforts. In an effort to easily identify these requirements, each requirement will be categorized as OOTB, not OOTB, process related or training /documentation. If a requirement cannot be implemented with OOTB functionality, the response will include the needed configuration to achieve the requirement. Additionally, not all requirements are tool related, therefore the following codes are being utilized. O — Included in OOTB functionality, C — Not included in OOTB functionality, requires addition configuration, P — Process related, T — Training /documentation Cherwell ITSM System is a very robust tool and contains the needed functionality to support the delivery of IT services to the organization. Additionally, Cherwell provides a capability to add -on additional functionality that is not provided out -of- the -box, this capability is known as mApps, mApps are modules developed to easily add additional functionality with minimal configuration. Some of the requirements listed are not out -of- the -box and will require the use of mApps. When an mApp is needed to provide the requirement it will he noted. A. Technical Requirements si ° > Migration Technologies, Inc Copyright © 2016, all rights reserved Page 5 of 29 25A -23 Cata�ory, Requirement „j:t�spgiise . ,,, .. _ All O The City has selected the Cherwell MITECH has experience with preparing ITSM Stem _ and implementing Cherwell ITSM System. 72 O The System will reside on premise, MiTECH has extensive experience running on virtual servers in the deploying and configuring the on premise data center version Cherwell ITSM. si ° > Migration Technologies, Inc Copyright © 2016, all rights reserved Page 5 of 29 25A -23 A3 O The system will utilize MS SOL The Cherwell ITSM System requires Res once B1 Server database Microsoft SOL Server 2008 r2, Microsoft MiTECH will implement Cherwell utilizing SQL 2012, and Microsoft SOL 2014 (can as much out of the box functionality as be on a separate server). Pull -text possible. Some requirements itemized in indexing must be enabled. Requires this document are beyond OOTB features appropriate additional licensing from and functionality and will require additional Microsoft. A4 O Vendor will assist in the installation MiTECH has extensive experience with called -out in this RFP response document. and configuration of required Cherwell environments and will have two instances (Dev, Stage, Test, Cherwell Certified Technical Implementers Production, etc.) as needed involved in the project. A5 O The system must have LDAP /AD MiTECH will configure the Cherwell ITSM integration for single sign -on System to connect to LDAP /AD. The City will need to provide LDAP /AD administrative resources to provide specific LDAP /AD configuration details to facilitate this requirement. A6 O _ Enable Cherwell mobile MiTECH will enable Cherwell mobile applications to be utilized by IT applications. Cherwell mobile applications Staff require connectivity to a Cherwell server, the City will need to identify the scope of access (based on network connectivity) and provide resources for configuring any required network based changes, both for internal and external connectivity, A7 O Self- Service portal should be MiTECH will assist the City with accessible from both inside and installation, configuration and connectivity outside of the network with proper to Cherwell services to enable portal authentication access in all security zones. The City will be expected to provide resources and expertise in configuring their firewall and basic web server required changes. B. Functional Requirements 'General;' Category -Requirement Res once B1 O In order to keep costs low, the City MiTECH will implement Cherwell utilizing is hoping to utilize the system as as much out of the box functionality as "Out of the Box" as possible possible. Some requirements itemized in this document are beyond OOTB features and functionality and will require additional configuration, these requirements will be called -out in this RFP response document. ffli�> Migration Technologies, Inc. Copyright © 2016, all riqhts reserved Page 6 of 29 25A -24 B2 O Establish interface to maintain end MiTECH will configure the Cherwell ITSM Res onse . 34 user database in Cherwell System to maintain the End User MiTECH will enable the OOTB Self - Database from the L.DAP /AD system on a Service Portal. City resources will be scheduled basis. If the interface to required to enable connectivity through the maintain the End User Database is a City's network. B5 O/C separate source or multiple sources, The required security needed to ensure a additional configuration would be required. B3 O Be able to designate a user profile MITECH will enable a "VIP" attribute in not 100 % OCTB functionality and will as a "VIP" within the customer profile for use within require additional configuration. The the Cherwell ITSM system. IT Self Service Portal' Category Re uirement Res onse . 34 O Establish City -wide IT self - service MiTECH will enable the OOTB Self - portal Service Portal. City resources will be required to enable connectivity through the City's network. B5 O/C Establish specific content areas for The required security needed to ensure a Police Department users based on secured area for the Police Department is profile not 100 % OCTB functionality and will require additional configuration. The system will need to be configured to ensure that only users with proper access rights will be able to view secured messages, alerts and notifications. MiTECH will configure specific content based on user profile and security set-up. B6 O Ability for end users to log MITECH will configure the Cherwell ITSM incidents System Self Service Portal to enable end users to log incidents. B7 O Ability for end users to open a MITECH will configure the Cherwell ITSM service request. System Self Service Portal to enable end users to loq service requests. 118 O Ability for end users to order MiTECH will configure and enable users to standard goods and services from order standard goods and services from a catalog. the preconfigured list of standard goods and services developed within the _ standard service catalog. 89 O Ability for and users to request a MiTECH will configure OOTB self- service new IT project portal functiorality which allows end users to request the creation of a new IT project, however, the functionality is limited to a basic service request. Creation of project profiles, attributes and project tracking are represented in the Project Management requirements section. M) Migration Technologies, Inc, Copyright02016, all rights reserved Page 7 of 29 25A -25 B10 O Ability to place notices of an event MiTECH will configure the OOTB Notice Cate or 'Re`u7erheit i „` Res of "se „ Board that will display on the portal event P10 Assist City in establishing service Utilizing a workshop format, MiTECH will and notices. Users with access rights will Y _ be able to mans e events and notices. B11 O Ability for users to see top issues Cherwell ITSM utilizes the Knowledge or an FAQ Management module to support user's on a service, category and sub - category ability to search and view top /common classification approach. The service issues and FAQs. MiTECH is configuring offerings within the service catalog will the Knowledge Management module as serve as the driving component for service part of this implementation. The ability to requests. search and view top /common issues and FAQs is part of the Knowledge Management implementation. See Knowledge Management requirements section. B12 O Ability for users to search MiTECH will ensure during the knowledgebase by category or implementation that the knowledge search keywords functionality is enabled. B13 0 Ability for end users to see their MiTECH will ensure during the own tickets implementation that ability for end users to view their own tickets is functional and working as required. B14 O Ability for management of MiTECH will ensure OOTB departmental customer area to see dashboard dashboards that provide views for the for their department. (See management of customer areas are reporting section) configured and enabled for their departments. B15 O Brand /design portal for City- MiTECH will configure the OOTB Cherwell specific look portal to include City - specific look within the structure of the OOTB Cherwell capabilities. Incideht/Service Reprie'st /Rroblem•Management .. i Cate or 'Re`u7erheit i „` Res of "se „ 816 P10 Assist City in establishing service Utilizing a workshop format, MiTECH will catalog lead OOTB capabilities for the creation of a service catalog for essential goods and services. The service catalog will be based on a service, category and sub - category classification approach. The service offerings within the service catalog will serve as the driving component for service requests. wl > Miqration Technoloqies, Inc. Copyriqht 0 2016, all riqhts reserved Page 8 of 29 25A -26 B17 P Establish operating procedures for MITECH will utilize a process management handling incidents, service modeling tool to document current state requests, and problems incident management, service request and problem management processes. Conduct a comparative analysis against industry best practice processes to identify current state weaknesses, needed process improvements, document future state process design requirements, training materials and implemertation plan, document future state operating procedures and Cherwell ITSM system configuration requirements. Train and mentor City resources in implementation of incident, service request and problem management processes operating rocedures, B18 P/O Establish workflow approval rules if MITECH will document service request request requires an approval needed approvals within the future state service request operating procedures and workflows. The documented approval workflows will be utilized to configure the approval rules within the Cherwell ITSM system. B19 P/O Create automated emails to users MITECH will utilize documented future to note creation, status change, state operational procedure workflows to and closure of tickets configure basic email capabilities. The requirements will include email creation, status change, and closure of the ticket. MiTECH will train /mentor the City staff on how to implement further email options once staff are trained. B20 C Allow user to complete survey Cherwell's survey functionality is not upon closure of ticket OOTB, MITECH will install Cherwell's Survey mApp and configure to provide the basic functionality. B21 O Allow basic tickets to be opened MITECH will configure and create basic via email email rules to open incidents and service requests via email. MITECH will train /mentor the City staff on how to create further email rules. B22 O Ability to establish ticket priority MiTECH will work with the City to establish priority rules and configure the priority options into the Cherwell ITSM system to meet citv re uirements. 623 O Ability to automatically assign ticket MITECH will configure the security and based on categorization to staff, routing rules to automatically assign teams, or groups ownership of tickets based on categorization, teams, or groups. No> Migration Technologies, Inc. Copyright 0 2016, all rights reserved Page 9 of 29 25A -27 B24 O Ability to create appropriate tasks MiTECH will ensure that manual task associated with ticket creation Is available to ticket owners. B25 0 Ability to assemble related The ability to assemble related tasks is packages of tasks based on completed in the service request service catalog item (e.g., New configuration. MiTECH will configure the employee set up) OOTB task creation capabilities. MiTECH will train /mentor the City staff on how to implement additional task packaqes. B26 C Ability to indicate billing codes and Billing codes are not included in the OOTB customer approval for billable work configuration and would need to be added. OOTB approval process doesn't allow for customer approvals, custom configuration would be needed. MITECH will configure billing codes and customer approvals for billable work. B27 O Notification and escalation in the MiTECH will enable the OOTB case of delays in ticket processing notifications and escalation functionality. MITECH will train /mentor the City staff on and guide the City staff in creation of new notifications if they are required. B28 O Ability for technical staff to update MITECH will enable and configure email ticket via email or mobile device rules to allow City technical staff to update ticket via email or mobile device. B29 O Ability to link and /or attach files to a MiTECH will enable the able the ability to ticket link and /or attach files to tickets. B30 O Ability to search knowledge base Cherwell ITSM utilizes the Knowledge from the incident for relevant Management module to support user's articles ability to search and view relevant articles from the incident module. MITECH is configuring the Knowledge Management module as part of this implementation, B31 O Ability to link multiple incidents to MITECH will configure OOTB ability to link each other and /or to a problem and multiple incidents to each other and /or automatically update problems. Basic status auto updating will all of them when status changes be configured. B32 0 Ability to link tickets to change NIiTECH will configure OOTB ability to link re guests tickets to chan ere quests. ei Migration Technologies, Inc. Copvriqht © 2016, all rights reserved Page 10 of 29 25A -28 Ghor a —Management' Categor Requirement, Response B33 P Assist City with establishing MiTECH will utilize a process management change management operating modeling tool to document current state procedures change management process. Conduct a comparative analysis against industry best practice process to identify current state weaknesses, needed process improvements, document future state process design requirements, training materials and implementation plan, document future state operating procedures and Cherwell ITSM system configuration requirements. Train and mentor City resources in implementation of the change management operating procedures, B34 P Provide workflow best practices for MiTECH will provide workflow best emergency, normal and pre- practices for emergency, normal and pre - approved changes approved changes during the development and implementation of the change management operating rocedures. 635 0 Ability to provide role bas MiTECH will use OOTB functionality and approval, retracting or rescheduling will implement approval rules based on the of Request for Change documented future state operating (RFC) procedures, RFC status change and rescheduling of changes are part of the OOTB functionality. B36 0 Ability to document back -out The ability to document RFC back -out procadures in RFC procedures is part of the OOTB configuration, B37 O Ability to categorize a RFC The ability to categorize RFCs is part of the OOTB configuration, B38 P Ability to define workflows for MFECH will provide workflow best RFCs practices for RFCs during the development and implementation of the change management operating procedures. 639 O Ability to communicate information MiTECH will configure OOTB change of changes and schedules to notification functionality. Key user email various key users groups will need to be created to send notifications. Rl�> Migration Technologles, Inc. Copyright C 2016, all rights reserved Page 11 of 29 25A -29 Asset Tracking Category Requirement Response B40 P10 City wishes to assign asset tags to The process of inventorying, cataloging computer equipment (PC, laptops, and asset tagging of computer equipment tablets, monitors, mobile phones, and other peripheral devices will be servers, TVs, etc.) included in the Asset Tracking operating procedure being developed. Some minor configuration to Cherwell ITSM System will be needed to meet the City's nomenclature. B41 P Establish operating procedures for MiTECH will utilize a process management asset tracking modeling tool to document current state asset tracking process. Conduct a comparative analysis against industry best practice process to identify current state weaknesses, needed process improvements, document future state process design requirements, training materials and implementation plan, document future state operating procedures and Cherwell ITSM system configuration requirements. Train and mentor City resources in implementation of the asset tracking operating procedures. 642 O^ Ability to store asset attributes MITECH will configure the OOTB CMDB (Date purchased, warranty module of the Cherwell ITSM System to information, make, model, serial ensure the required attributes are number, etc. ) included. B43 O Ability to import asset records MiTECH will configure the Cherwell ITSM system to import asset records. B44 0 Ability to import asset locations MiTECH will configure the Cherwell ITSM System to import asset locations. B45 O Ability to assign assets to users MITECH will configure the Cherwell ITSM and identify asset locations System to assign assets to users and — identify asset locations. 646 O Ability to reassign or move assets MiTECH will configure the Cherwell ITSM System to be able to reassign or move assets. B47 O Ability to conduct physical MiTECH will configure the Cherwell ITSM inventory of assets System to aid in the conducting of physical inventory audits. The process for conducting a physical inventory will be part of the Asset Tracking operating procedure. B48 0 Ability to retire and dispose of MITECH will configure the Cherwell ITSM assets System to be able to retire and dispose of assets. al : > Migration Technologies, Inc. CopvriOt © 2016, all riqhts reserved Page 12 of 29 25A -30 649 C Ability to utilize mobile phones Utilization of scanning capabilities of `ICE uirement ;':'RE$ Categiry when scanning asset tag in order mobile phones is not OOTB functionality. B50 C to reduce typing during MITECH will configure the Cherwell I7SM operating reports. transactions or inventoEy System to utilize mobile hone scanning. PCO�ect MahageMenf Project Management capabilities m the Cherwell ITSM System is not out- of =ljtE boX fUF�ctionahty :however `there is a Cherwell PjoJect TCa�king mApp qr p�odule auatlabl�',' t(gdf canlsplrkstalled as 2n add orrab tYte OO.TB Wk ITSMysfem MIECH WIII ij�stall -he and "rti dor fi Ure thestartdarcJfeatures ':`arid,functionalit `as delivered:b " „Cherwell`s1TPT,inA `. `ICE uirement ;':'RE$ Categiry ,Requ`tTerhent R,espons "e.. B50 C Ability to add new projects and MITECH will implement and configure the operating reports. potential projects ITPT (IT Project Tracking) Project mApp to Establish executive dashboard for MITECH will configure standard OOTB enable adding new and potentialprojects, B51 C Ability to categorize projects by MiTECH will implement and configure the Establish dashboard for customer MiTECH will configure standard OOTB portfolio ITPT (IT Project Tracking) Project mApp to management dashboards for customer management. B60 enable categorize projects .by portfolio. B52 C Ability to capture project attributes MiTECH will implement and configure the such as business case, cost ITPT (IT Project Tracking) Project mApp to estimate, etc, enable the capturing of project attributes. B53 C Ability to identify the status of the MITECH will implement and configure the project ITPT (IT Project Tracking) Project mApp to identify the status of projects. B54 C Ability to identify the percentage RTECH will implement and configure the complete of the project ITPT (IT Project Tracking) Project mApp to identify the percentage complete of the projects. The mApp provides capability to manually enter the estimated effort and actual effort. MiTECH will configure the mApp to calculate the percentage complete. B55 C Ability to display health indicators MiTECH will implement and configure the associated with the project ITPT (IT Project Tracking) Project mApp to display health indicators associated projects.. 856 C _ Ability to assign /associate tasks to MiTECH will implement and configure the the project ITPT (IT Project Tracking) Project mApp to be able to assign /associate tasks to the project. Re �Oftln C>�tec�o°r `ICE uirement ;':'RE$ 011S4 s .. e " s B57 O Establish operating reports MiTECH will configure standard OOTB operating reports. B58 O Establish executive dashboard for MITECH will configure standard OOTB IT management executive dashboards. 859 O Establish dashboard for customer MiTECH will configure standard OOTB _ management dashboards for customer management. B60 O Establish project management MiTECH will configure standard OOTB Ml Migration Technoloqies, Inc. CopVrighl0 2016, all rights reserved Page 13 of 29 25A -31 t€nowledgo'_Mane reports and dashboard ITPT Project Tracking mApp reports and C6fe.JOr F- Aglllremont ' dashboards. B61 O Establish IT worker dashboard MiTECH will configure standard OOTB IT scratch and building the knowledge worker dashboards. t€nowledgo'_Mane ern-ent- C6fe.JOr F- Aglllremont ' Response B62 P/C The City will be starting from MITECH will support the development and scratch and building the knowledge implementation of the Knowledge base as we go and will not be Management process which will identify converting data needed configuration requirements of Cherwell's ITSM System knowledge management module. 663 _ C Configure module with proper MiTECH will configure the Cherwell ITSM categorizations System to enable proper categorization of knowledge based_ articles. B64 P Establish operating procedures for MiTECH will utilize a process adding, editing, periodically management modeling tool to document reviewing, and deleting current state knowledge management knowledge articles process. Conduct a comparative analysis against industry best practice process to identify current state weaknesses, needed process improvements, document future state process design requirements, training materials and implementation plan, document future state operating procedures and Cherwell ITSM System configuration requirements. Train and mentor City resources in implementation of the knowledge mana ement operating rocedures. 865 C Provide links to third party MITECH will configure the Cherwell ITSM knowledge references System to enable linking to third party knowledge references. lot® ration -Oafegbry Re uirement ? Respops6._ B66 O/C Integrate desktop with GovernLAN MiTECH will configure the Cherwell ITSM for PC remoting for users with an System to integrate with GoverLan appropriate license software. B67 O Integrate with SCCM for patching MiTECH will configure Cherwell ITSM to integrate with SCCM to ensure the ability to record of Cl attribute changes as a result of application patching being applied by SCCM. The City will be required to provide resources to configure SCCM integration changes. mj�> Migration Technologies, Inc. Copvril © 2016, all riqhts reserved Page 14 of 29 25A -32 B68 C Integrate with MS Exchange for MITECH will configure Cherwell ITSM to Ftapuirem ebt es`,ortse,. email notifications integrate with MS Exchange. The City will Provide training materials for the MiTECH will prepare training materials be required to provide resources with Service Desk and IT Staff designed specifically for the Service Desk Exchange credentials and knowledge of and the IT Staff for deployment and Exchange configurations reasonable for operation of the Cherwell ITSM System, B74 the creation of system accounts and _ Provide training materials and MiTECH will prepare training and supplying of server details. B69 O/C Integration with AD /Payroll to MiTECH will configure the Cherwell ITSM customers customers introducing and providing "how maintain end user database System to maintain the End User to" use the Cherwell ITSM System self - Database from the AD system on a service no,4 al and create service re guests. scheduled basis, Non OOTB interfaces needed to maintain the End User Database from a separate source (Payroll), requires additional configuration to eliminate duplication data or attributes. MITECH will configure Cherwell for Integration with payroll based on City's re flrements, B70 C Enable ability of approvers to The ability for approvers to approve approve directly from email by directly from email by responding to the responding to the email without email without having to log into the having to log into the application application is not fully OOTB functional. MiTECH will configure Cherwell ITSM System for the ability for approvers to approve Items without logging into the system. 671 O/C - Integrate inbound notifications from MITECH will configure the Cherwell ITSM Solarwinds or any other monitoring System to integrate with Solarwinds and systems and create appropriate other monitoring systems to create incident tickets incident tickets. Minor configuration is required and a standardized email format is re uired. B72 O/C Integrate inbound notifications from MiTECH will configure the Cherwell ITSM 3m party printer support vendor and System to integrate with 3`6 party printer create tickets support vendor to create Incident tickets. Minor configuration is required and a standardized email format is required. TYaihtn lRo�umentatlon� 3,11 5 = :` "Cate Ftapuirem ebt es`,ortse,. B73 T Provide training materials for the MiTECH will prepare training materials Service Desk and IT Staff designed specifically for the Service Desk and the IT Staff for deployment and operation of the Cherwell ITSM System, B74 T _ Provide training materials and MiTECH will prepare training and communication materials for IT communication materials targeted to IT customers customers introducing and providing "how to" use the Cherwell ITSM System self - service no,4 al and create service re guests. qi�> Migration Technologies, Inc. Copyright © 2016, all rights reserved Page 15 of 29 25A -33 B75 T Provide application administration Cherwell ITSM System application • Project Stakeholders identified, roles & responsibilities documentation for system administration documentation will be • Implementation project plan developed Ian _ administrators provided by Cherwell. Documentation of customizations and integrations done by MiTECH will be documented as related to the requirements below, 1376. MITECH will work with the City's assigned Cherwell administrator and provide fundamental coaching and mentoring during the implementation process, B76 T Provide documentation of any MiTECH will provide documentation of any customizations and integrations customizations and integrations to the City's resources. B77 TIP Procedures manual for all MiTECH will provide in -scope operating operating procedures established procedure manuals created and and documented throughout established during the implementation. the Implementation MiTECH will utilize a 5 -Step implementation methodology that combines process development, customer education, and supporting configuration and technical implementation of the Cherwell ITSM System. The high level steps include: Weeks 1.6 Service & Process, Cherwell Strategy & Design Project Startup Establish m,rope processes Define IT & Business racing services High level service descriptions Define process requirements Conduct Design Workshops Dolan Cherwell tooling functions for imscape process Weeks 3 -12 Weeks 6.11 Weeks 10.13 • Identify service /process owners • Create service are ltectu re, • Establ ish Cherwell environments • Configure categories • Establish user permissions • Activate& perform foundation set-up Activities and Outcomes /Deliverables Develop High Level Training material Train key staff to use Test Cherwell instance, applications and user functions • Provide post implementation support for the Cherwell Implemented solution • Identify further improvement opportunities Project Startup . Key Activity Outcomes /Deliverables; • Identify project stakeholders, establish roles & • Project Stakeholders identified, roles & responsibilities responsibilities established • Develop & maintain an implementation project • Implementation project plan developed Ian _ • Communication plan created Mi ., Migration Technologies, Inc. Copyright © 2016, all rights reserved 25A -34 Page 16 of 29 • Create project communication plan Project status reporting created • Establish project status reporting Project kick -off meeting conducted • Conduct a project kick -off meeting with key S'rvice.& Process`Desi n, lie. =(�CtlUlt ;: , OLitboi'1'1i'S(D611V$Y�ille5.: • Confirm in -scope processes aligned with • Implementation scope for processes & Cherwell modules Cherwell modules confirmed and agreed upon • Document in -scope high level IT services & • In -scope IT services & descriptions descriptions documented • Document high level business services • High level business services documented • Review service asset Cl and Cl attributes • In -scope applications and service asset data requirements for Cherwell inventories identified and documented • Identify sources of application & service • Current state in -scope ITSM processes assets inventories documented • Complete data collection • ITSM process gap analysis and • Review and document existing in -scope process /tooling improvements identified, initial current -state ITSM processes CSI register documented • Conduct comparative analysis between • ITSM tooling requirements documented current -state and ITSM process best practices • Initial in -scope business facing services • Identify process gaps and needed identified for service catalog implementation improvements, document initial CSI register and content based on process states • Identify in -scope business facing services for documented service catalog Strategy developed to maintain the user Cherstellstrate" o,Desi ni',^T`T KeActivity ; _ Outcames(Deliverables;` • Verify SQL Server to ensure correct version • Client SQL Server configured and available • Virtual servers are available • The City provides virtual servers to support • Cherwell sandbox stood -up Cherwell ITSM sandbox and dev • Cherwell design workshops completed design environments package created and documented • Standup Cherwell ITSM sandbox and dev • Future -state process and tooling requirements environments identified and Cherwell feature and function • Conduct Cherwell design workshops, review capabilities, conflicts and gaps resolved existing in -scope documentation, e.g. roles, • Cherwell design /configuration requirements process gaps and CI data requirements, SLA finalized targets, services, categories, sub- categories, • Current -state data structures reviewed to classifications, keywords, escalations, priority determine future -state data requirements and matrix, approval requirements, etc. migration strategies documented • Review current -state tooling gap analysis Email notification requirements, email design against future -state process requirements and and content based on process states Cherwell features and functions capabilities; documented resolve conflicts and gaps Strategy developed to maintain the user • Finalize Cherwell design /configuration database requirements LDAP /Active Directory & role based security • Evaluate current -state tools data structures designed and finalized reviewed to determine future -state data OOTB metrics, dashboard and reporting requirements and migration strategies requirements reviewed and minor cosmetic • Determine email notification requirements, requirements documented Wt Migration Technologies, Inc. Copyright © 2016, all rights reserved Page 17 of 29 25A -35 design email content based on process states Cherwell user training strategy for service • Develop strategy for LDAP/AD and /or payroll desk, IT staff, IT customers and to maintain user database communications created • Finalize LDAP /Active Directory/payroll dev integration requirements and strategy • The City provides virtual servers to support • Review & select OOTB metrics, dashboards Cherwell ITSM for test, UAT and prod and reports for implementation, identify minor environments cosmetic change requirements • Cherwell test, UAT and prod environments Create Cherwell user training strategy for established service desk, IT staff, IT customers and communications • Configure services, categories (Including & user records completed Service 8, Process Build Key.Aotivity Outcomes /Deliverables • Confirm in -scope application and service • In -scope application and service asset asset inventories are complete /available inventories are available • Identify and assign service and process • Service and process owners assigned owners • Services profiles documented • Document Service Profiles • Future -state in -scope ITSM process • Conduct development workshop for future- development workshops completed state incident management operating • Future -state in -scope ITSM operating procedures procedures documented Conduct development workshop for future- • Future -state In -scope ITSM operating state problem management operating procedures published procedures Conduct development workshop for future. state change management operating procedures • Conduct development workshop for future - state service request management operating procedures • Conduct development workshop for future - state knowledge management operating procedures Conduct development workshop for future - state asset tracking operating procedures Publish in -scope ITSM process operating procedures -- GhArwell B:iaild K ey AGtIVIt ,: Outcbn es /DaIlVerabl,e, • Input service profiles to Cherwell sandbox • Service profiles input into Cherwell sanbox • Import service asset inventories to Cherwell • Service asset inventories imported in the dev Cherwell dev environment • The City provides virtual servers to support • Virtual servers available Cherwell ITSM for test, UAT and prod • Cherwell test, UAT and prod environments environments established • Cherwell test, UAT and prod environments • System configurations completed established • User permissions and set -up of groups, roles • Configure services, categories (Including & user records completed applications), sub -cate ories, incident types & • OOTB metrics, reports and dashboards Mi�,i"� Npration Technologies, Inc. Copyright © 2016, all rights reserved Page 18 of 29 25A -36 keyword categorizations enabled • Establish user permissions, Integrate with Fully configured Cherwell ITSM system to Active Directory. Set -up groups, users & roles meet the City's requirements • Enable OOTB metrics, reports and procedures are available /ready to support dashboards UAT activities • Configure Cherwell functionality to meet the Develop Cherwell ITSM System UAT City's specified requirements including the strategy, use cases, operational readiness deployment of mApps for project tracking and test plan customer surveys • Prepare and document training materials for • Training materials developed and delivered Cherwell Orchestration K'ey Activity, ';, . Outo4mes /Deliverables;._ • Format, cleanse & import data from existing • Data from existing service desk tool imported service desk applications and cleansed • Implement categorizations, prioritizations, • Cherwell categorizations, prioritizations, SLAB, SLAs, approval rules and notifications approval rules and notifications implemented • Complete integrations to SCCM, Goverlan, • Integrations to SCCM, Goverlan, MS MS Exchange, and Solarwinds Exchange, and Solarwinds completed User Adge tahbe & Testih Key /kctiyit" .' Outcomes /Deliverables Confirm Cherwell test environment and • Cherwell test environment and supporting supporting ITSM process operating ITSM process operating procedures are procedures are available /ready to support available /ready to support UAT activities UAT activities confirmed Develop Cherwell ITSM System UAT • Cherwell ITSM System UAT strategy, use strategy, use cases, operational readiness cases, operational readiness test plan test plan developed • Prepare and document training materials for • Training materials developed and delivered the Service Desk and IT resolvers • Training and communication materials for IT • Prepare and document training and customers documented communication materials for IT customers • "Train the trainer" workshops delivered to UAT • Deliver "train the trainer" workshops to City's participants and designated IT training UAT participants and designated IT training personnel personnel • UAT test plans executed, defects logged, • Support the City's personnel in executing and. classified & resolved validating UAT for Service Desk, IT users and • Cutover strategy and plan developed IT customers • Cutover of the Cherwell ITSM System • Provide detailed defect reports during the completed testing periods & resolution plan • Documentation, technical information & • Perform corrective actions based on UAT configurations turned over to City of Santa results (discrepancies, failures and open Ana issues) • Develop strategy and plan of production cutover and timing; parallel processing or point in time cutover • Execute cutover plan • Turnover documentation, technical information, configurations to City of Santa Ana resources Nkip> Migration Technologies, Inc. Coovright © 2016, all riphis reserved Page 19 of 29 25A -37 Early Life Support Key Activity outcomes /Deliverables • Provide post implementation support for • Post implementation support delivered process refinements, DBA performance • Post - implementation review completed and guidance, resolve minor issues findings documented • Complete post- implementation review, Cherwell Strategy &Desrgn r document findings, future process and ITSM Mac Sandridge —system improvement recommendations 240 Estimated Timeline and Fee Schedule 4rolect Startup Role Estimated Hours Billing Rate Jim Flores Service & Process Design 144 125 Dave Howard Principal Architect/Pro'ect Manager Cherwell Strategy &Desrgn r 165 Mac Sandridge Cherwell Certified Solutions Engineer 240 Service &Process Build Total 904 .Cherwell BuIld - Orchestrate Oserppcep6me &Testing - EadyWe Support Bjllablekwrs by Meek 8 &'. 91 ,R.' 72 "64 6S .58 64 64 64 64 64 64 $¢4, Billable Hours by Month 323 261 320 9illahlefeeshyMOnth $$nE952.8$ I $44,40465 $54442.48 $153;W0! Travel Expenses $300 $3800 .$300 $300 $300 $300 $1800 $300 $300 $300 $300 $300. $300 $6,900 MiTECH will provide expert resources in ITSM process management, operating concepts and Cherwell ITSM System implementation. The average number of resources to complete the engagement will be 2.5 full time equivalents. Resource Role Estimated Hours Billing Rate Jim Flores Principal Agent/Principal Architect 144 125 Dave Howard Principal Architect/Pro'ect Manager 520 165 Mac Sandridge Cherwell Certified Solutions Engineer 240 165 Total 904 *Calculated average billing run rate is $170.13 per hour Biographies of MiTECH resources are in Attachment A. "�> Migration Technologies, Inc. Copyright © 2016, all rights reserved Page 20 of 29 25A -38 Cherwell ITSM System Implementation Team Organization The Cherwell ITSM System Implementation Team organization will consist of both MiTF_CH's resources and City resources. MUECH will bring the expertise and experience in ITSM best practices and Cherwell design, configuration, and implementation. The City resources will bring the needed Infrastructure technology expertise; organizational knowledge and executive direction support. = City Resources A = MITECH Resources Team Role Desorption iof Duties Tih1e Re u rail: Executive Sponsor The Executive Sponsor is a required position. Provide executive 2 - 4 level guidance and direction. Accountable for the Cherwell ITSM Hours System implementation effort. Funds the effort and provides final per week acceptance of program deliverables and outcomes. City Project The City Project Director is a required position. The City Project 20 hours Director Director is responsible for overall day -to -day management and per week implementation of the Cherwell ITSM System. Working with the Executive Sponsor ensures funding and required City staffing resources are available to support the implementation scope and objectives. Works with Service /Process Owners to ensure the City's resources are available to support the MITECH Implementation team in the development and implementation of service /process requirements and deliverables. Participates in the development of all program status reports /reviews and deliverable walk- through(s). Working with Executive Sponsor, coordinates review, approval, and signs -off all Acceptance Certificates for program deliverables and outcomes. M�l > Migration Technologies, Inc. Copyright © 2016, all rights reserved Page 21 of 29 25A -39 Team`Role Description of Duties Time Required Service /Process Individual Service /Process Owners are accountable for overall Approx. Owner day -to -day management of the Services /Process they are 4-8 assigned and support. As their assigned Service /Process are hours 3 selected for improvements and enter the Service improvement days per pipeline Service Owners are responsible for ensuring week improvement deliverables are completed in a timely manner and in compliance with the objectives of the overall ITSM program. The Project Director will assign Service Owners /Process Owners /Administrators to work with the Core Project Team to assist in the development of ITSM tool requirements and process, Service /Process improvement work - products and deliverables. City Technical Supports the IVliTECH implementation team by providing Approx. Support Team technical expertise associated with integration of existing 4-16 technology and application needed to support implementation of hours the Cherwell ITSM System. Assist with design and provides per week configuration of in -scope supporting technologies and as applications for integration with the Cherwell ITSM System. needed Technology and applications Tool Administrators are responsible to for maintaining and modifying configurations and on -going support operational integration effectiveness of in -scope technology tools config. as needed. City Cherwell Responsible for completing assigned tasks, activities, and 16-24 Administrator deliverables as documented and scheduled. During the Cherwell hours ITSM System deployment and implementation phases, the City per week Cherwell Administrator will observe and receive hands -on guidance from MITECH's Cherwell Engineer on methods for configuring, maintaining and administration of the Cherwell ITSM System. Post implementation is responsible for on -going configuration and administration of the Cherwell ITSM System, MITECH Principal The MITECH Principal Agent/Principal Architect is the primary Approx. AgentfPrircipal contact person between the City and MITECH. The MITECH 8-16 Architect Principal Agent /Princlpal Architect has direct relationship with the hours City's Executive Sponsor. The MiTECH Principal Agent /Principal per week Architect supports MiTECH's Implementation team and provides executive project direction. Supports process development and Cherwell ITSM System requirements workshops. Participates with the Service /Process Owners in the development and implementation of service and process improvement work- products and deliverables. Participates in the development of all Program status reports /reviews and deliverable walk -throw h(s ). ml 1> Migration Technologies, Inc. Copyright 0 2016, all rights reserved Page 22 of 29 25A -40 Team Role ".Description bf'Duties Time Rsquired MiTECH Project The MiTECH Project Manager(Principal Architect is directly 40 hours Manager /Principal responsible for the management of MiTECH implementation per week Architect team and successful implementation of the Cherwell ITSM System. The MITECH Project Manager /Principal Architect closely aligns with the City's Executive Sponsor and Project Director to ensure City resources are providing the required input and data to ensure Cherwell ITSM System Program objectives are achieved. Works with Service /Process Owners to ensure City resources are assigned appropriately to support the core implementation team in the development and implementation of the Cherwell ITSM System. Leads development and requirement workshops to create services, processes and Cherwell system configuration requirement. Works with the City's Program Director to develop the Cherwell ITSM System Communication Program and Implementation Plan. Participates with the Service /Process Owners in the development and implementation of service and process improvement work - products and deliverables. Participates in the development of all Program status reports /reviews and deliverable walk- through(s), Working with the City's Program Director, coordinates review and sign -off on all Acceptances Certificates for program deliverables and outcomes. Cherwell Engineer The Cherwell Engineer is directly responsible for the set -up and _16-24 configuration of the Cherwell ITSM System and working with the hours City's Technical Support Team to support Integrations of in- per week scope technologies and applications with the Cherwell ITSM System. The Cherwell Engineer works directly with City technical resources to ensure required technologies (databases, servers, active directory, exchange, network resources, and other in- scope applications) are properly configured and deployed to support Cherwell connectivity and utilization requirements. The Cherwell Engineer will configure non - Out -of- the -Box required capabilities to function within Cherwell ITSM System, this includes the deployment of the Cherwell Project Tracking mApp. During the deployment and implementation phases of the project, the Cherwell Engineer provides guidance and knowledge transfer to City's Cherwell Administrator on how to configure and maintain the Cherwell ITSM System. MiTECH Responsibilities MiTECH will provide appropriate qualified resources to support project management, process and data analysis, technical writing requirements and create the in -scope process operational procedures, pre- requisite data and configuration requirements, and configure and deploy the Cherwell ITSM System to meet the City's technical and functional requirements. i@ Mipration Technologies, Inn, Copyright © 2016, all rights reserved Page 23 of 29 25A -41 City Responsibilities It is MiTECH's understanding that the City will provide: 1. Cherwell application software 2. Installation and configuration of on- premises virtual servers with Windows Server operating system and Microsoft SQL Server Database 3. Technical and user resources to support the implementation in accordance with MITECH's implementation approach and associated activities (provide your views and description of resources required (# of staff, project roles, time commitment, etc.) 4. Office space for vendor to work on -site as needed 5. Remote access to City network to work remotely City Resource Requirements Resource Number, Resources Hours Per Week Executive Sponsor 1 2 - 4 City Project Director 1 20 Service /Process Owner - Incident /Service Request Mgt - Problem Mgt - Change Mgt - Asset Tracking Mgt - Knowledge Mgt 5* Approx. 4 — 8 hours, 3 days per week City Cherwell Administrator 1 16-24 Server /VM Administrator 1 PTE as needed 4.- 16 Database Administrator 1 PTE as needed 4-16 Network Administrator 1 PTE as needed 4-16 Active Directory Administrator 1 PTE as needed 4-16 Exchange Administrator 1 PTE as needed 4-16 Solarwinds Administrator 1 PTE as needed 4- SCCM Administrator 1 PTE as needed 4-16 i�l Payroll Application Administrator 1 PTE as needed 4 - • A singe resource can fill more than one Service /Process owner role • Technology Administrators are represented at Part Time Equivalent ( "PTE "), as needed to assist Cherwell Engineer in establishing tooling integration strategies, implementing configuration requirements and connectively to the in -scope technologies. mj�> Migration Technologies, Inc. Copyright © 2016, all rights reserved Page 24 of 29 25A -42 7. Pricing and Payment Schedule (Exhibit C) Based on the City's Scope of Services documented within this RFP, MiTECH's deployment experience and knowledge of the Cherwell ITSM System functionality, and MiTECH's experience with process development, it is estimated the Project duration will be 13 weeks. The total consulting fees are estimated at $160,700.00. The fixed base price for the project is $153,800.00 in addition to customary travel and living expenses of $6,900.K This estimate Is based on the City's personnel resources availability and participation as described in Section 6 "City Resource Requirements" to ensure timely completion of assigned tasks and activities itemized in Section 5 ".Implementation Plan ". MiTECH reserves the right to issue a change order for reasons as described in Section 8 "Change Order ". Travel Expenses. $300 $1900 $300 $300 $300 $300 $1300 $300 $300 $300 $300 $300 $300 $6,900 Monthly Progress Milestone Billing The Monthly Progress Milestone Billing is based upon the percentage complete for each of the project Iifecycle milestones. Project lifecycle milestones will be itemized within a Microsoft project plan including supporting activities and tasks needed to complete each milestone. The percentage of completion will be calculated and reported weekly in a project status report. Cherwell Miqration Technologies, Inc, Copyright 0 2016, all rights reserved Page 25 of 29 25A -43 Month Milestone Project Milestone ` Complete i Progress Billing 3 Cherwell Build 100% 3 Orchestrate _ 100% 3 User Acceptance Testing 100% 3 Early Life Support 100% $54,442.48 3 Travel & Living Expenses $1500.00 Month 3 Billing $55,942.88 Total Project Billing 1 $160,700.00 The City's Program Director shall review and approve all project deliverables as documented in a monthly "Acceptance Certificate" provided by MITECH. The Acceptance Certificate will reflect the monthly billing fee shown in the above table based on the satisfactory progress made by MiTECH as itemized in the Project Plan, plus any additional pre - approved travel expenses. MITECH will not be held responsible or penalized for any assigned tasks and deliverables assigned to the City's personnel resources that are not completed on time causing project delays and rescheduling of tasks and assignments. 8. Change Orders Changes in the Project timeline or cost resulting from delays, non - performance of City personnel resources to complete assigned tasks, or additional scope requests, may result in the MiTECH issuing or requesting a Change Order. If this occasion arises, a Change Order must be documented in writing, approved by both the City and MiTECH, and additional fees must be authorized by the City. Primary Contact: Jim Flores, cell phone - 805- 377 -0736, email — jimaflores @mitechcorp.net Secondary Contact: Dave Howard, cell phone 949 -300 -2475, email — dave.howard @mitechcorp.net If requested, Migration Technologies will submit its most recent audited financial statement, evidencing its financial capacity to fully perform the required services. m1 Migration Technologies, Inc. Copyright © 2016, all rights reserved Page 26 of 29 25A -44 Attachment A — MiTECH Resource Bios IJim Flores, ITSM/IT Transformation Consultant, ITIL® Practitioner Certification JIM Flores is the Managing Principal for Migration Technologies headquartered in Camarillo, California. He has more than 30 years of extensive global experience in building and managing highly effective IT infrastructure operational teams and solutions that leverage IT Service Management best practices and tools, His background includes strong leadership positions, including CIO and executive management roles for Fortune 100/500 companies such as Citicorp /Citibank, MGM /UA, and McKesson Corporation. Jim brings experience and expertise in developing and implementing IT Service Management programs and solutions, Including ITSM service /process strategy and design, business and IT service portfolios, applications management ifecycfe solutions, configuration and capacity management database solutions, business impact analysis /disaster recovery planning, and deployment of ITSM tooling solutions including Cherwell, ServiceNow, BMC Atrium, HP Service Manager, CA /Unicenter, and Integrated Business Service Manager (" ISSM "). His hands -on ITSM experience developing and deploying IT Infrastructure rationalization solutions transforms IT into a valued Strategic Business Service Provider. Improved services alignments to Business Strategy and Objectives result in operational cost reductions, and realization of significant returns on investments to his clients. Jim holds many certifications including ITIL v2 /v3 Foundations certifications, ITIL Practitioner certification, ISO 27002 certifications. f as�> Migration Technologies, Inc. Copyright © 2016, all dghts reserved Page 27 of 29 25A -45 40>10 Migration Technologies (805) 957 -1146 Author Dave Howard, ITSM Consultant, ITILO Expert, DAVE HOWARD is a Principal with Migration Technologies headquartered in Camarillo, California. Dave utilizes his 25 years of experience in providing executive leadership in creating strategy and design for IT Organizational Transformation. He is the author or lT Release Management; A Hands on Guide, a common sense approach to implementing Release and Deployment Management Dave's expertise has enabled him to successfully execute and lead several transformational engagements as well as successfully manage merger and acquisition engagements. These engagements have included the optimization of a newly spun off mid -t €er insurance company, including rationalization of services and data centers. Transforming the delivery of services within a large global engineering company, the separation of a business unit for the purposes of meeting government regulations and the acquisition of new companies. Bringing experience and expertise in developing and implementing IT Service Management programs and solutions including ITSM service /process strategy and design, deployment of ITSM tooling solutions including Cherwell, ServiceNow, HP Service Manager, and Integrated Business Service Manager ( "IBSM" ). Prior to joining Migration Technologies, Dave was the Director of IT Service Management with Toyota Financial Services. In this role, Dave was responsible for development and implementation of service strategy, service and process management solutions, including day to day operations, and implementation of HP Service Manager. Dave holds many certifications including Certified Cherwell Technical Implementer, ITIL Service Managers Certification, two ITIL Practitioner certifications, COBIT and ISO 20000 & 27002 certifications. Dave is considered an industry expert in IT services management and speaks regularly at conferences including itSMF Fusion, Pink Elephant International Service Management Conference, IQPC & IDC conferences as well as itSMF LIG events. He has also contributes regularly to articles in Network World, Network World UK, bnet.com, BSM Review and other publications, M ,. Migration Technoloqies, Inc. Copyright © 2016, all riphls reserved 25A -46 Page 28 of 29 a R et ♦y Architect McArthur Sandridge is the Principal Technologist with Migration Technologies headquartered in Camarillo, California, McArthur utilizes his 29 years of experience in successfully architecting business and IT data management solutions for several major client projects across a variety of industry sectors. These projects include both governmental and private industry projects that were transformative to the client. From re- designing and implementing various projects, technologies, asset management related systems and processes for LA County to systems reengineering resulting in improved processing performance speed for TSYS's Loyalty platform. Every project has had numerous benefits for his clients. In all cases, he was recognized and valued for his ability to resolve any problem with an elegant and supportable solution. McArthur brings deep experience and expertise in developing and implementing IT Service Management solutions and supporting technologies. As lead technical architect, he is responsible for functional design, configuration and continual enhancements of MITECH's Integrated Business Service Manager ( "IBSM ") cloud -based managed service product. Developed on the Cherwell SMS platform, IBSM is a unique toolset that integrates business service strategy, service portfolio, service configuration management, demand and capacity management, project portfolio /resource management, application lifecycle management, and service financial management capabilities into a single pane of glass. MacArthur also has extensive expertise in the design, configuration, and deployment of the Cherwell SMS product toolset across all ITSM application modules, He served as Lead Configuration Consultant in design, configuration, and deployment of LA County, ISD's, Cherwell SMS Implementation Program, resulting in LA County, ISD's Cherwell SMS Implementation Project Team winning the itSMF 2014 USA Project of the Year Award. McArthur holds a number of certifications Including Certified Cherwell Technical Implementer; ITIL V3 Foundations, ITIL V3 Continuing Service Improvement Practitioner, as well as Microsoft systems certifications. McArthur has been instrumental in bringing products to their peak of quality and performance. From working with original developers and subsequent owners of products like SQR, to beta testing for Microsoft, Cherwell Software and other companies, his input has shaped many a system in use today. st , > Migration Technologies, Inc. Copyriqht © 2016, all rights reserved 25A -47 Page 29 of 29 w/o Knowledge Mgt Operating Procedure 6,805- , w/o Identl0ed scope reduction 19,399 With'0miedtTrei•.klno . r ,.2,382= 4 with Knowledge Mgt Module Configuration 1,361 6824 Calle Tania, Camarillo, CA 93012 25A -48 119;263 Original Pre•RFP Cursory : Estimate 677 200 135,400 ;. RCP Price Quotation /not including T &L 904 170 153 800 <expenses r "Op jors' Asset Tracking 56 170 w/e Asset Tracking - 849 170 144,273 144,P73 ! < , _ Billing Codes 40 170 6,805 w/o Billin3 Codes 884 170 146,995 137;467 z , X14 < Project Tracking ,. _ 170 2,382 w/o Project Tracking 890 170 151,418 135,086, +. t" '<Y 4 y o-2 v..`.eL3 i. S, :y S, Rgg <RggyjC- ernoo< n,va.v. y.- ,.,._,.=..H2l CS ?wG .t P,ei Maul :..iRf�sl G;o�P'; ».t orS..f9enk ,., .....c. <z, - Self - service- portal,should be accessibie1fom A7 ilptf1lt151d8.80.d.t2lUSLdEI�/ tMn netWnrk with Flours are for outside proper authentication 4 170 681 access configuration < n EstabUeh a�o�fld Whtehf ar4aa for 4'ol`lcer _ a B9 DepaCS 91lk Sei'$4itaS Dn RCP010 a.,,; � w.' Ability for and users to order standard goods 88 and sorvices from a catalog 12 170 - 2,042 - Ability for users to search knout edgobase by B12 category or keywords 2 170 340 618 6stahily6vtofkflow apptoval Wlos a}Ngueat -. -; '_.. ' 771 7g .,:'t`li�,..a fatihlr§s.in.apprgval .:12 , Ability to assemble relatod packages of tasks B25 based on service catalog item {e,.g,. New employee set upj 12 170 Z042 t Ability to searoh knowledgebase from the 830 Inoldent for relevant articles 1 170 170 _ lnte�ai twit iln w/o Knowledge Mgt Operating Procedure 6,805- , w/o Identl0ed scope reduction 19,399 With'0miedtTrei•.klno . r ,.2,382= 4 with Knowledge Mgt Module Configuration 1,361 6824 Calle Tania, Camarillo, CA 93012 25A -48 119;263 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENTS (STRATEGIC PLAN NOS. 5, 2, 3) % f CITY MANA 'ER CLERK OF COUNCIL USE ONLY: r.1,C7 191TAAW ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the below- referenced property owners for the identified structures, subject to non - substantive changes approved by the City Manager and City Attorney. Property Owner(s) Historic Property Address /House Vote by HRC Preservation A mt. No. June Magarro 2016 -06 2315 N. Benton Way 6:0 Goodman House (Schaefer absent) Leah Jones Trust 2016 -08 2449 N. North Park Blvd. 6:0 Warren House (Schaefer absent) David & Glenda Fink 2016 -10 2433 N. Heliotrope Dr. 6:0 Dr. Edwards House (Schaefer absent) Eric & Carol Aldrete 2016 -11 1150 W. River Lane 6:0 Schulz House (Schaefer absent) Joyce M. Keller 2016 -14 2502 N. Valencia St. 6:0 Dever House (Schaefer absent) Atticus Wegman 2016 -16 412 W. Santa Clara Ave. 6:0 (Chick House ) (Schaefer absent) Michael & Morgan Liti 2016 -17 524 E. Virginia Ave. 6:0 Barlow- Caltis House (Schaefer absent) Moir Family Trust 2016 -18 1210 W. River Lane 6:0 Dr. Geddes House (Schaefer absent) Karen O'Callaghan & Frank 2016 -19 2402 N. North Park Blvd. 6:0 Godden Wener House (Schaefer absent) Robyn MacNair 2016 -20 1123 N. Olive St. 6:0 Urbine House (Schaefer absent) 25B -1 Historic Property Preservation Agreements December 6, 2016 Page 2 Property Owner(s) Historic Property Address /House Vote by HRC $182.13 to$1,365.97 Preservation Exhibit B1 2449 N. North Park Blvd. Agmt. No. HPPA No. 2016 -10 $194.95 to$1,462.16 Giovanna Piazza 2016 -23 2318 N. Bonnie Brae 6:0 (Exhibit B3) Yea le House (Schaefer absent) Brad & Beth Harkins 2016 -27 1825 N. Ross St. 5:0:1 $128.51 to $963.84 2502 N. Valencia St. (Oakes House) (Murashie abstained, 412 W. Santa Clara Ave. Exhibit B6 Schaefer absent Blake Bailey 2016 -28 2435 N. Riverside Dr. 6:0 (Stanley Bailey House (Schaefer absent) HISTORIC RESOURCES COMMISSION ACTION On November 7, 2016, the Historic Resources Commission recommended that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreements with the identified property owners for the historic structures, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION This action allows for the approval of a Historic Property Preservation Agreement (Mills Act Contract) which provides a potential property tax reduction allowing the property owner to reinvest the tax savings into the maintenance of the historic property (Exhibit A). Additionally, the agreement prevents inappropriate alterations to the historic structures (Exhibits B1 -B13). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #2 (expand opportunities for conservation and environmental sustainability) and Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The Historic Property Preservation Agreement will reduce the property tax revenue account (No. 01102002- 50011) to the City by an estimated amounts annually noted below, for a period of not less than ten years. HPPA No. 2016 -06 $130.81 to $981.08 HPPA No. 2016 -08 $182.13 to$1,365.97 2315 N. Benton Way Exhibit B1 2449 N. North Park Blvd. Exhibit B2 HPPA No. 2016 -10 $194.95 to$1,462.16 HPPA No. 2016 -11 $249.77 to $1,873.27 2433 N. Heliotrope Dr. (Exhibit B3) 1150 W. River Lane Exhibit B4) HPPA No. 2016 -14 $111.95 to $839.61 HPPA No. 2016 -16 $128.51 to $963.84 2502 N. Valencia St. (Exhibit B5 ) 412 W. Santa Clara Ave. Exhibit B6 25B -2 Historic Property Preservation Agreements December 6, 2016 Page 3 HPPA No. 2016 -17 $144.22 to $1,081.62 HPPA No. 2016 -18 $199.53 to$1,496.51 524 E. Vir ina Ave. Exhibit B7 1210 W. River Lane Exhibit B8 HPPA No. 2016 -19 $60.82 to $456.12 HPPA No. 2016 -20 $86.33 to $647.51 2402 N. North Park Blvd. Exhibit B9 1123 N. Olive St. Exhibit B10 HPPA No. 2016 -23 $85.83 to $643.73 HPPA No. 2016 -27 $117.54 to $881.53 2318 N. Bonnie Brae Exhibit B11 1825 N. Ross St. Exhibit 612 HPPA No. 2016 -28 $41.35 to $310.16 2435 N. Riverside Dr. Exhibit B13 Hassan Haghani, AICP j Executive Director Planning & Building Agency HS:rb hs \historic Info \mllls act agreements \Mills Act Agmts 12- 06 -16.cc APPROVED AS TO FUNDS AND ACCOUNTS: 4 Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: A. Mills Act Agreement Template B1 -B13. Historic Resources Commission Staff Reports 25B -3 25B -4 MILLSACTAGREEMENT Address Santa Ana, CA 9270 RECORDING REQUESTED BY: City of Santa Ana AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 FREE RECORDING GOVERNMENT CODE §6103 HISTORIC PROPERTY PRESERVATION AGREEMENT This Historic Property Preservation Agreement ( "Agreement ") is made and entered into this Date by and between the City of Santa Ana of California (hereinafter referred to as "City" ), PropertLChvner(s) (hereinafter referred to as "Owner "), owner of real property located at Address Santa Ana, California, 9270 in the County of Orange and listed on the Santa Ana Register of Historical Properties. RECITALS A. The City Council of the City of Santa Ana is authorized by California Government Code Section 50280 et seq. (known as the "Mills Act ") to enter into contracts with Owner of qualified historical properties to provide for appropriate use, maintenance, rehabilitation and restoration such that these historic properties retain their historic character and integrity. B. The Owner possess fee title in and to that certain qualified real property at Address, Santa Ana, California, 9270_ and more particularly described in Exhibit A, attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property ". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the Historic Property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. EXHIBIT A 1- 25B-5 MILLS ACT AGREEMENT Address Santa Ana, CA 9270 E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division I of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 19, Sec. 439 et seq., Chapter 3 Part 2 of Division I of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Term of Agreement. This Agreement shall be effective and commence on this ffective Date), and shall remain in effect for a term of ten (10) years thereafter (Term). Each year, upon the anniversary of the effective date of this Agreement, such initial tern will automatically be extended as provided in California Government Code Sections 50280 through 50290 and in Section 2, below. 2. Renewal. a. Each year on the anniversary of the Effective Date of this Agreement, a year shall automatically be added to the initial ten (10) year term of this Agreement unless written notice of nomenewal is served as provided herein. b. If the Owner or the City desire(s) in any year not to renew the Agreement, the Owner or City shall serve written notice of nonrenewal of the Agreement on the other party, Unless such notice is served by the Owner to the City at least ninety (90) days prior to the annual renewal date, or served by the City to the Owner at least sixty (60) days prior to the annual renewal date, one (1) year shall automatically be added to the Term of the Agreement as provided herein. C. Within 30 days from receipt of City's notice of nonrenewal, the Owner may file a written protest of City's decision of nonrenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nonrenewal. d. If either the Owner or the City serves notice to the other of nonrenewal in any year, the Agreement shalt remain in effect for the balance of the Term then remaining, either from its original execution or from the last renewal of the Agreement, whichever may apply. 3. Standards and Conditions for Historic Property. During the Term of this Agreement, the Historic Property shall be subject to the following conditions, requirements and restrictions: -2- 25B-6 MILLSACTAGREEMENT Address Santa Ana, CA 9270 a. Owner shall maintain the Historic Property in a good state of repair and shall preserve, maintain, and, where necessary, restore or rehabilitate the property and its character - defining features, notably the general architectural form, style, materials, design, scale, proportions, organization of windows, doors, and other openings, textures, details, mass, roof line, porch and other aspects of the appearance of the exterior to the satisfaction of the City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit B, and incorporated herein by this reference. The condition of the exterior of the Historic Property, as of the effective date of this Agreement, is documented in photographs attached hereto as Exhibit C and incorporated herein by reference. Owners shall continually maintain the Historic Property in the same or better condition as documented in Exhibit C. C. A view corridor enabling the general public to see the Historic Property from the public right -of -way shall be maintained, and Owners shall not be permitted to block the view corridor to the Historic Property with any new structure, such as walls, fences or shrubbery, so as to prevent the viewing of the Historic Property by the public. d. The following are prohibited: Demolition of the Historic Property or destruction of character - defining features of the building or site; removal of trees and other major vegetation unless removal is approved by a rehabilitation plan approved by the Historic Resources Commission, paving of yard surface; exterior alterations or additions unless approved by the Historic Resources Commission and such alternations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owners shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the Comity Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to determine the Owner's compliance with the terms and provisions of this Agreement. 4. Furnishing of Information. The Owners hereby agree to furnish the City with any and all information requested which may be necessary or advisable to determine compliance with the terms and provisions of this Agreement. -3- 25B-7 MILLS ACTAGREEMENT Address Santa Ana, CA 9270 5. Cancellation. a. The City, following a duly noticed public hearing by the City Council as set forth in Government Code Section 50280, et. seq., may cancel this Agreement if it determines that the Owners have breached any of the conditions of this Agreement, or have allowed the Historic Property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one - half (12 %2) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty percent (60 %) of the original fabric of the structure must be replaced, this Agreement shall be canceled because, in effect, the historic value of the structure will have been destroyed. No fee shall be imposed in the case of destruction by acts of God, force majeure, or natural disaster. C. If the Historic Property is acquired by eminent domain and the City Council determines that the acquisition frustrates the purpose of this Agreement, this Agreement shalt be cancelled and no fee imposed, as specified in Government Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and /or in addition to any provisions to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owners, the City shall give written notice to the Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the City Manager or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owners), then the City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owners growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by -4- 25B-8 MILLSACTAGREEMENT Address Santa Ana, CA 9270 the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subject the Historic Property located at Address Santa Ana, Califonria, 9270_, Assessor Parcel Number, at A.P. No. , and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. S. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the Historic Property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M -30) Santa Ana, CA 92702 Owners: Property Owner(s) Address Santa Ana, California, 9270_ -5- 25B-9 MILLS ACTAGREEMENT Address SmzM Ana, CA 9270 10. General Provisions. a. None of the terms, provisions, or conditions of this Agreement shall be deemed to create a partnership between the parties hereto and any of their heirs, successors, or assigns, nor shall such terms, provisions or conditions cause them to be considered joint ventures or members of any joint enterprise. b. The Owner agrees to and shall indemnify and hold the City and its elected and appointed officials, officers, agents, and employees harmless from liability for damage or claims for damage for personal injuries, including death, and claims for property damage which may arise from the direct or indirect use or operations of the Owner or those of his or her contractor, subcontractor, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. c. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California, with venue in Orange County. -6- 25B-10 MILLSACTAGREEMENT Address Santa Ana, CA 9270 11. Recordation. No later than twenty (20) days after the parties execute and enter into this Agreement, the City shall cause this Agreement to be recorded in the office of the County Recorder of the County of Orange. 12. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into this Agreement, the Owner or agent of Owner shall provide written notice of this Agreement to the State Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above. _7_ 25B -11 MILLSACTAGREEMENT Address Santa Ana, CA 9270 In witness whereof, the Parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR DAVID CAVAZOS Clerk of the Council City Manager OWNER Date: Property Owner(s) Property Owner(s) APPROVED AS TO FORM: SONIA CARVALHO City Attorney Lisa E. Storck Assistant City Attorney -8- 25B-12 MILLSACTAGREEMENT Address Santa Ana, CA 9270 Exhibit A Legal Description filed in the Office of the County Recorder of Orange County; Assessor's Parcel Number: A.P. Number -9- 25B-13 HILLS ACTAGREEMENT Andress Santa Ana, CA 9270_ Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 1. Every reasonable effort shall be made to provide a compatible use for a property which requires minimal alteration of the building, structure, or site and its environment, or to use a property for its originally intended purpose. 2. The distinguishing original qualities or character of a building, structure or site and its environment shall not be destroyed. The removal or alteration of any historic material or distinctive architectural features should be avoided when possible. 3. All buildings, structures, and sites shall be recognized as products of their own time. Alterations that have no historical basis and which seek to create an earlier appearance shall be discouraged. 4. Changes which may have taken place in the course of time are evidence of the history and development of a building, structure, or site and its environment. These changes may have acquired significance in their own right, and this significance shall be recognized and respected. 5. Distinctive stylistic features or examples of skilled craftsmanship which characterize a building, structure, or site shall be treated with sensitivity. 6. Deteriorated architectural features shall be repaired rather than replaced, whenever possible. In the event replacement is necessary, the new material should match the material being replaced in composition, design, color, texture, and other visual qualities. Repair or replacement of missing architectural features should be based on accurate duplications of features, substantiated by historic, physical, or pictorial evidence rather than on conjectural designs or the availability of different architectural elements from the other buildings or structures. 7. The surface cleaning of structures shall be undertaken with the gentlest means possible. Sandblasting and other cleaning methods that will damage the historic building materials shall not be undertaken. 8. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 9. Contemporary design for alternations and additions to existing properties shall not be discouraged when such alterations and additions do not destroy significant historical, architectural or cultural material, an such design is compatible with -10- 25B-14 MILLS ACT AGREEMENT Address Santa Ana, CA 9270 size, scale, color, material and character of the property, neighborhood, or environment. 10. Wherever possible, new additions or alterations to structures shall be done in such a manner that if such additions or alterations need to be removed in the future, the essential form and integrity of the structure would be unimpaired. -tt- 25B-15 MILLS ACT ACItEEYIENT Address Smtta Aria, CA 9270 Exhibit C (photographs attached) Photograph of Property Front elevation -12- 25B -16 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO, 2016 -06, HISTORIC REGISTER CATEGORIZATION NO. 2016 -06, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016-06 FOR PROPERTY LOCATED AT 2815 NORTH BENTON WAY (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Hall Sy oboleske APPROVED • As Recommended • As Amended CI Set Public Hearing For CONTINUED TO /rnxecu�l"R a (Director Planning Many or 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -06 and Historic Register Categorization No. 2016 -06. 2, Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with June Magarro, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant June Magarro is requesting approval to designate an existing residence located at 2315 North Benton Way to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Prolect Location and Site Description The subject property consists of a 1,626 - square -font, single -story Spanish Colonial Revival style residence and detached garage on a 7,000- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B1 25B -17 HRCA No. 2016 -06, HRC No. 2016 -06 HPPA No. 2016 -06 November 7, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Goodman House, has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1925 by an unknown builder. Character defining features of the Goodman House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, tower feature, original front entry door, massing, and articulation (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Longterm preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional Incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -18 HRCA No. 20'16 -06, HRC No. 2016 -06 HPPA No, 2016 -06 November 7, 2016 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were Identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2016 -139 will be filed for this project. Stratesaie Plan Allanment Approval of this item supports the City's efforts to meet Goal No, 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Hally Sobol ke Senior Planner HS:jm WHIstoric 1mo\110716 HRC \hma.hm.hppa16 -06 Goodman House.hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -19 A�� ✓ 1 i `y $ �, i ^� d lL 1 I s "� +t6• 500' RADIUS A • -/• , 0, AND , 1 • A• NORTH BENTON WAY GOODMAN PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -20 EXECUTIVE SUMMARY GOODMAN HOUSE 2315 North Benton Way Santa Ana, CA 92706 NAME Goodman House REF. NO. ADDRESS 2315 North Benton Way CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Floral Park CALIFOR ]A REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 33 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric 0 Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Spanish Colonial Revival flourished between 1915 and 1940, reaching Its apex during the 1920s and 1930s. The movement received widespread attention after the Panama - California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognisable hallmarks of the Spanish Colonial Revival are low- pitched roofs, usually with little or no overhangs and red tile roof coverings, flat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARY /CONCLUSION: The Goodman House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 3 for its distinguishing characteristics of an architectural style or period, that exemplify a particular architectural style or design features; and as a work of a notable architect whose style Influenced architectural development; (Municipal Code, Section 30 -2.a.1 and 30- 2.a.2). It is a "good example of period architecture ". California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2001) 3S: Appears eligible for National Register as an individual property EXHIBIT 2 25B -21 State of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings Review Code Primary HRI # Trinomial NRHP Status Code or number (assigned by recorder) Date P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b, USGS 7.5' Quad TCA 1725 Date: *c. Address 2315 North Benton Way City Santa Ana Zip 92706 *e. Other Locationai Data: Assessor's Parcel Number 002- 133 -25 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Goodman House is a single -story Spanish Colonial Revival styled residence. It is clad in stucco and topped with "S" shaped clay tile on the pitched roof areas, and flat roof covered with rolled roofing throughout the body of the structure. The house is "L" shaped with a tower feature at the intersect. This tower feature provides a cover to the main entry to the house with cusped openings leading to the heavy wood front door with peephole window in the upper portion of the door. Wing walls connect the two bays creating a small front courtyard. Windows are primarily wood casement, but also Include single hung six - over -six. A detached garage with flat roof sits to the rear of the property, and a Hollywood drive leads to this structure. The landscape Is in good condition. *P3b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4. Resources Present: ■Building ❑Structure DObject ❑Site ❑District ■Element of District 00ther *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None P5b. Photo: (view and date) West facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1925 *P7. Owner and Address: June Magarm 2315 North Benton Way Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *Attachments: ®None 01-ocation Map ❑Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record OArchaeological Record ❑District Record OLinear Feature Record ❑Milling Station Record ❑Rock Art Record OArtifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) 25B -22 *Required information State of California —The Resources Agency Primary # _ DEPARTMENT OF PARKS AND RECREATION HRI# _ BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 3S "Resource Name or #: Goodman House B1. Historic Name: Goodman House 62. Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single - family Residence *B5. Architectural Style: Spanish Colonial Revival *B6. Construction History: (construction date, alterations, and data of alterations): Constructed 1925 April, 1925. Residence and garage. $7,200. May, 1944, Reroof residence for A. Turk. February, 1960. Private swimming pool for A. Turk. *B7. Moved ?9No (]Yes ❑Unknown Date: Original Location: *B6. Related Features: None. Bga. Architect: Unknown b. Builder: Unknown *Big. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single - family Residence Applicable Criteria: NR: S; CR: 5S3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Goodman House was constructed in 1925 for Jess and Olive Goodman. Jess G. Goodman owned the Goodman Tire Store in Fullerton at Second and Main Street and was the only Samson Tire distributor in Southern Calfiomia. In 1926, he paraded his $32,000 shipment of tires through town to show how much business he was doing. However, that same year, his sister was killed in an auto accident In Big Bear, and fell over 1,000 feet to her death. Her husband survived by being "thrown clear" before the car drove over the cliff. His wife, Olive, was well -known for her elaborate parties and was a member of the Ebeli Society. Mr. Goodman was a member of the Santa Ana Breakfast Club. In 1932, they took a three month long cruise on the "Mariposa" liner all around the Pacific, visiting Hawaii, the Phillipmes, Now Zealand, Japan, China, and Australia. In 1944, the Goodni sold the house to Abraham and Ann Turk, Russian lmmegrants raised in Los Angeles. Mr. Turk worked for the Orange County Auto Parts and was trained as a machinist. They had two daughters, Anne and Loraine, both of whom played musical instruments and were schooled at the Santa Ana Conservatory of Music. They lived in the home until the 1960'x. (See Continuation Sheet 3 of 4.) B11, Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *B14. Evaluator: Hally Soboleske *Date of Evaluation: November 3, 2016 DPR 5236 (1/95) 25B -23 Goodman House 002- 133 -25 1(91(5)10101 71 ss MVE 01010;10 "[,, 0' 0.0 %J � � ' i � N6. *P9 , 1 l.° WAY 0 , WO State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Hally Soboleske *Date Novmber 3, 2016 0 Continuation ❑ Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered on the Intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange In 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Goodman House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897. 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" ( Orange County. Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during World War 11, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881- 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single - family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its Identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens, The Goodman House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ". Character defining features of the Goodman House that should be preserved include, but may not be limited to, exterior materials Including stucco, clay roof tiles, original windows, towerfeature, original front entry door, massing, and articulation. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 18A. "How to Complete the National Register Registration Form," Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento; March 1995, Whiffen, Marcus. American Architecture Since 1780. Cambridge; MIT Press, 1969. Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Land Holiday Home Tour, 1999." Brochure. Richard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4 -7. Santa Ana and Orange County Directories, 1905 -1930. Historic Maps, Santa Ana History Room, 1912, '1923, 1932, and 1955. Ancestry.com Newspapers.com APR 523L PRI (This space reserved for official comments.) EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -06 TO PLACE THE PROPERTY LOCATED AT 2315 NORTH BENTON WAY SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO, 2016 -06 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -06 and categorization (Historic Resources Commission Categorization No. 2016 -06 of the Goodman House located at 2315 North Benton Way Santa Ana, B. The Goodman House as distinctive architectural features of the Spanish Colonial Revival style, and was built in 1925. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ", Character - defining features of the Goodman House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, tower feature, original front entry door, massing, and articulation. D. The legal owner of the subject property is June Magarro. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No, 2016 -xx Page 1 of 4 25B -25 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -139 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -06 to place the Goodman House located at 2315 North Benton Way Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -06 placing the Goodman House located at 2315 North Benton Way, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 6. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorders Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No, 2016 -xx Page 2 of 4 25B -26 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission members ABSTAIN: Commission members NOT PRESENT: Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Acting Recording Secretary City of Santa Ana 25B -27 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 - 133 -25 2315 N. Benton Way June Magarro N TR 425 BLK LOT 129 Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -28 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016-20, HISTORIC REGISTER CATEGORIZATION NO. 2016 -19, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016.08 FOR PROPERTY LOCATED AT 2449 NORTH NORTH PARK BOULEVARD {STRATEGIC PLAN NOS, 5,2; 5,3} Prepared by Hally Soboleske HISTORIC RESOURCES COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO - - -� Ex cutiv irector Plannin�Ia�g,�r RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -20 and Historic Register Categorization No. 2016 -19. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Leah Jones Trust, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Leah Jones Trust is requesting approval to designate an existing residence located at 2449 North North Park Boulevard to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 2,029- square -foot, single -story Minimal Traditional style residence and detached garage on a 7,260- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B2 25B -29 HRCA No. 2016 -20, HRC No. 2016 -19 HPPA No. 2016 -08 November 7, 2016 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Rogers - Warren House, has distinctive architectural features of the Minimal Traditional style, and was built in 1936 by Emmett Rogers. Character defining features of the Rogers - Warren House that should be preserved include, but may not be limited to, materials and finishes, front porch configuration, materials and finishes; roof configuration and detailing; original windows and doors where extant; Hollywood drive (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties due to its characteristics of the Minimal Traditional architectural style with Colonial influences. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history' of Santa Ana, and "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -30 HRCA No. 2016 -20, HRC No. 2016 -19 HPPA No. 2016 -08 November T, 2016 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 600 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2016 -141 will be filed for this project. Strategic Plan Albcinmlent Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). 1 al y Sob eske Senior PI nner HS:jm hMlstorlc lnfo1110716 HRClhrca16- 26hrc16- 19hppa1M8 Rogers - Warren House.hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -31 1 ::O � 1 • 1 0 0 1 • li M; Will WON 0, MOST W. PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -32 EXECUTIVE SUMMARY ROGERS- WARREN HOUSE 2449 N. North Park Boulevard Santa Ana, CA 92706 NAME Rogers - Warren House REF. NO. ADDRESS 2449 N. North Park Boulevard CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1936 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 5 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ❑ Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Minimal Traditional (with Colonial influence) During the Great Depression through the immediate postwar years, the Minimal Traditional home rose in popularity as the preferred style for middle -class housing in the United States. This basic house type fulfilled both aesthetic and social needs: in terms of aesthetics, the form represented a stripped -down version of the historic- eclectic styles popular In the 1920s, in particular the Tudor and English Revival styles. In social terms, the Minimal Traditional home satisfied requirements in square footage and plan by the Federal Housing Administration (FHA), which launched a campaign in this period to expand home ownership. The Minimal Traditional home served as the prototype used by the FHA in its efforts to codify and manufacture "a standard, low -cost, minimum house that the majority of American wage earners could afford" (Greg Hlse, Magnetic Los Angeles, p. 57). Minimal Traditional homes are typically rectangular in plan and one -story In height, often with a front- gabled wing and prominent attached chimney. In contrast with the English and Tudor Revival styles the one -story version mimics, the Minimal Traditional home is capped with a low or intermediate pitch roof, with a hipped or side gable. Sheathing materials Include stucco, brick, or wood, often accompanied by stone veneer accents. Fenestration generally consists of multi -light casement, double -hung, and picture windows with wood frames. The eaves and rakes of the Minimal Traditional home are typically shallow (in a departure from the later Ranch House style, which they often resemble), Although they have little applied ornament, many Minimal Traditional homes often display decorative woad shutters and porch -roof supports. FI'uI'ul.l'1L+K!I�C�L The Rogers - Warren House is an example of the Minimal Traditional style of architecture with Colonial influences such as a bay window, made popular in the post WWII era. Additionally, the house has been categorized as "Contributive" because It "contributes to the overall character and history" of Santa Ana, and, as an example of the transitional period in the mid to late 1930s in the Floral Park neighborhood "is a good example of period architecture" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: California Register Criteria for Evalu to ion: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources" September 4, 2001.) 5: Ineligible for the National Register, but still of local significance, It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT 2 25B -33 State of California —The Resources Agency Primary — DEPARTMENT OF PARKS AND RECREATION HRI PRIMARY RECORD Trinomial NRHP Status Code_ Other Listings__— ....___._.._ — — - - -- Review Code Reviewer Date Pace 1 of 4 Resource name(s) or number (assioned by recorder) Warren House P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted a. County Orange County *b. USGS 7.5' Quad TCA1725 Date: *c. Address 2449 N. North Park Boulevard City Santa Ana Zip 92706 *e. Other Locations[ Data: Assessor's Parcel Number 002- 063 -19 *133a, Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Warren House is an example of the Minimal Traditional style of architecture with Colonial Influences. The structure is sheathed in stucco and has an asphalt shingle roofing material. The house is "L" shaped with a front porch that runs the length of the side facing bay. The porch supports each possess two 44 wood posts with decorative diamond shaped pattern inbetween the two posts. The front entry sits beneath the front porch, as does a large six- over -six wood wingle hung window. The front facing bay has a tripartite bay window topped with a copper roof in Colonial Revival style. The two side windows are single hung four - over -four style and the middle fixed window is six -over -six. A large eagle shaped sculpture is mounted above the bay window. A nondescript, detached garage sits to the rear of the lot, and a Hollywood drive leads up to it. There is a meandering concrete walkway leading from the sidewalk to the front entry and a wrought iron fence with an arbor surrounding the front of the property. *P3b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: ■Building ❑Structure ❑Object 0Site ❑District El Element of District DOther P5b. Photo: (view and date) South facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1936 /City of Santa Ana Building Permits *P7. Owner and Address: Leah Jones Trust 2449 N. North Park Boulevard Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plazas Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none ") *Attachments: ❑None ❑Location Map ❑Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record Archaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A 11/95) 25B -34 *Required Information State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of d *CHR Status Code 5S7 rcasource name or ip: rtogers- vvarren tiouse B1. Historic Name: Rogers - Warren House B2: Common Name: Same B3, Original Use: Single - family Residence B4, Present Use: Single - family Residence *86. Architectural Style: Minimal Traditional (with Colonial Influence) *86. Construction History: (Construction date, alterations, and date of alterations): Constructed 1936 September, 1936, Residence and garage. $6,000. November, 1953. Disposal for C. A. Rogers- Warren. November, 1953, Termite repairs. December, 1969, Water softener. *BT. Moved? ■No ❑Yes ❑Unknown Date: Location: *138, Related Features: None. B90. Architect: Unknown b, Builder: Emmett Rogers *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1895 -1965 Property Type: Single-family Residence Applicable Criteria: CR: 5S3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The first residents of this residence were Chester Rogers- Warren and his wife, Pearls. Mr. Rogers - Warren was appointed bank manager of the Santa Ana Bank of American in 1936 while they were living in Ontario, California. He accepted the position and moved to Santa Ana. Mrs. Rogers- Warren was very active in the community as a member of the Ebell Society, and she hosted numerous parties at this home. Mrs. Rogers - Warran orals also an active member of local society being the Director of the Chamber of Commerce and Charman of the Budget Committee for the Community Chest, Flo was voted head of the War Chest Drive in 1942, and he was also President of the local Federal Housing Administration office. Both were members of the First Methodist Church. Mr. Rogers - Warren retired In 1954, and passed away before 1960, He is burled at Fairhaven Memorial Park, (See Continuation Sheet 3 of 4,) B11. Additional Resource Attributes: (List attributes and codes)— *612. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps Harris, Cyril M. American Architecture: An Illustrated EncVclopedia. Marsh, Diann. Santa Ana An Illustrated History. Encinitas, Heritage Publishing, 1994. (See Continuation Sheet 3 of 4.) B13. Remarks: *B14. Evaluator: Holly Soboleske *Date of Evaluation: November 3, 2016 DPR 5238 (1/95) (This space reserved for official comments.) 25B -35 New York, WW Norton, 1998. State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Nally Soboleske *Date November 3, 2016 © Continuation ❑ Update '"810. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered on the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Rogers - Warren House Is located In Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897.1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York In 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive In the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated In the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains Its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Rogers - Warren House qualifies for listing on the Santa Ana Register of Historical Properties due to Its characteristics of the Minimal Traditional architectural style with Colonial Influences. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and "is a good example of period architecture.' Character - defining exterior features of the Rogers- Warren House that should be preserved include, but may not be limited to, front porch configuration, materials and finishes; roof configuration and detailing; original windows and doors where extant; Hollywood drive. DPR 523L 25B -36 State of California —The Resources Agency Primary # -- — DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial by Hally Sobo /eske *Date November 3, 2016 © Continuation ❑ Update B12. References (continued): McAlester, Virginia and Lee. A Field Guide to American Houses, New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form," Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, '1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995, Santa Ana and Orange County Directories, 1932 -1954. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. "Alison Honer Dies at 84," The Santa Ana Journal, September 21, 1981. "Builder of Honer Plaza Dies," Orange Gaunty Reegister, September 15, 1981. "History of Floral Park." hit p: /fwww.floral- oark.com/page2 htmi. Ancestry.com Newspapers.com (Santa Ana Register) i519*4 dtim 25B -37 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO.2016 -XX A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -20 TO PLACE THE PROPERTY LOCATED AT 2449 NORTH NORTH PARK BOULEVARD SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -19 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -20 and categorization (Historic Resources Commission Categorization No. 2016 -19 of the Rogers - Warren House located at 2449 North North Park Boulevard Santa Ana, B. The Rogers - Warren House as distinctive architectural features of the Minimal Traditional style, and was built in 1936 by Emmett Rogers. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is due to its characteristics of the Minimal Traditional architectural style with Colonial influences. Additionally, the house has been categorized as "Contributive" because it 'contributes to the overall character and history" of Santa Ana, and "is a good example of period architecture." Character - defining features of the Rogers- Warren House that should be preserved include, but may not be limited to, materials and finishes, front porch configuration, materials and finishes; roof configuration and detailing; original windows and doors where extant; Hollywood drive. D. The legal owner of the subject property is the Leah Jones Trust. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No, 2016 -xx Page 1 of 4 25B -38 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2016 -141 will be filed for this project. Spot on 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -20 to place the Rogers - Warren House located at 2449 North North Park Boulevard Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -19 placing the Rogers - Warren House located at 2449 North North Park Boulevard, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of Novernber, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -39 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission m NOES: Commission ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana Resolution No, 2016 -xx Page 3 of 4 25B -40 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002- 063 -19 2449 N. North Park Boulevard Leah Jones Trust N TR 755 BLK LOT 30 Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -41 25B -42 NOVEMBER 7, 2016 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -10, HISTORIC REGISTER CATEGORIZATION NO. 2016 -09, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016.10 FOR PROPERTY LOCATED AT 2433 NORTH HELIOTROPE DRIVE {STRATEGIC PLAN NOS. 5,2; 5,3} Prepared by Hally_Soboleske HISTORIC RESOURCES COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public hlearing For CONTINUED TO Director Planning Ma az5 gee Adopt a resolution approving Historic Resources Commission Application No. 2016 -10 and Historic Register Categorization No. 2016 -09. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with David and Glenda Fink, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant David and Glenda Fink are requesting approval to designate an existing residence located at 2433 North Heliotrope Drive to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 2,356- square -foot, single -story Spanish Colonial Revival style residence and detached garage on a 7,800- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B3 25B -43 HRCA No. 2016 -10, HRC No. 2016 -09 HPPA No. 2016 -10 November 7, 2016 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Edwards House, has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1925 by Alison Honer. Character defining features of the Edwards House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, tower feature, original front entry door, massing, and articulation (Exhibit 2), It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -44 HRCA No, 2016 -10, HRC No. 2016 -09 HPPA No. 2016 -10 November 7, 2016 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -140 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Hal y Sob eske Senior PI nner HS.jm hs\Historic info \110716 HRC \hrca 16- 10hrc16- 09hppa 16 -10 Edwards House,hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -45 r:r p3' s J TM t Y 2' si— �q r r r HRCA- 2016 -10, HRC- 2016 -09, AND HPPA - 2016 -10 2433 NORTH HELIOTROPE DRIVE EDWARDS HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -46 EXECUTIVE SUMMARY ��O 2433 North Heliotrope Drive Santa Ana, CA 92706 NAME Edwards House REF. NO. ADDRESS 2433 North Heliotrope Drive CITY Santa Ana ZIP M W ORANGE COUNTY YEAR BUILT 1925 LOCAL. REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE I 35 Location: ❑ Not for Publication ® Unrestricted ® Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLk: Spanish Colonial Revival The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama - California Exposition in Sari Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low - pitched roofs, usually with little or no overhangs and red the roof coverings, flat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARYICONCLUSION: The Dr. Edwards House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its distinguishing characteristics of an architectural style or period, that exemplify a particular architectural style or design features; and as a work of a notable architect whose style influenced architectural development; (Municipal Code, Section 30 -2.a.1 and 30- 2.a.2). It is a "good example of period architecture ". EXPLANATION OF CODES: California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "Now to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period; region, or method of construction, or represents the work of a master, or possesses high artistic values. + California Register Status Code: (From Califomia Office of Historic Preservation, December 8, 2001) . 3S: Appears eligible for National Register as an individual property EXHIBIT 2 25B -47 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI ft_ PRIMARY RECORD Trinomh NRHP Status Other Listings_ Review Code or number (assigned by recorder) P1. Other Identifier: *P2. Location: 0Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2433 North Heliotrope Drive City Santa Ana Zip 92706 *a. Other Locational Data: Assessor's Parcel Number 002 - 06,1 -27 *133a. Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Edwards House is a single -story Spanish Colonial Revival styled residence sheathed in in stucco and topped with "S" shaped clay tile. The front fagade is notably symmetrical with two front facing bays each having three arched windows and wood muntins and quatrefoils under each gable end. The stucco texture is smooth and three steps lead to the front entry which is covered with a three arched porch. The columns for the porch are a foot wide and stuccoed, each with a decorative band wrapping around the middle. A front courtyard is created by a stucco covered fence. The landscape is mature and in excellent condition. A detached garage sits to the rear of the site. *113b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: ■Building ❑Structure ❑Object OSite ❑District ■Elementof District 00ther *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None P5b. Photo: (view and date) West facing elevation 2016 *P6. Date Constructed /Age and Sources: shistoric 1925 *P7. Owner and Address: David and Glenda Fink 2433 North Heliotrope Drive Santa Ana, CA 92706 *P8. Recorded by: Haliy Soboleske 20 Civic Center Plaza M -20 Santa Ana. CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *Attachments: ONone ❑Location Map ❑Sketch Map EContinuation Sheet ■Building, Structure, and Object Record ❑Archaeological Record ©District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record O Other (list) DPR 523A (1195) r *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 3S resource rvame or Y. Gawaras house B1. Historic Name: Edwards House 62. Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single - family Residence *85. Architectural Style: Spanish Colonial Revival *88. Construction History: (Construction date, alterations, and date of alterations): Constructed '1925 November 20, 1925. Residence and garage. $7,250. March 23, 1953. Plastering for Dr. Edwards by Virgil Isbell. September 18, 1946. Addition to garage (store room 9 x 18). June 11, 1951, Addition to residence for Dr. J. F. Edwards, February 9, 1953. Additoln to residence for Dr. Edwards by James Noe. *B7. Moved? ■No ❑Yes ❑Unknown Date: Original Location: *B8. Related Features: None. 139a. Architect: Unknown b. Builder: Honer, Herzig & Forney *818. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 190'1 -1954 Property Type: Single- family Residence Applicable Criteria: NR: S; CR: 5S3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) This residence was constructed In the Spanish Colonial style in 1925 for Dr. James F. and Maxine Edwards. Dr. Edwards was a physician and surgeon with a private practice located at 214 East Walnut Avenue In Santa Ana. Originally from Kansas, James and Maxine married, and then moved west to make their home. Dr. Edwards was a Captain In the Army dudng WWII. They lived in this home for nearly 45 years, but by 1970, they moved to 2206 North Westwood. James passed away in '1985, and Maxine in '1992. Both are buried In Fairhaven Memorial Cemetery. (See Continuation Sheet 3 of 4.) 811. Additional Resource Attributes: (List attributes and codes) *612. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) Edwards House B13. Remarks: 002. 084 -27 *B14. Evaluator: Hally Soboleske 05 *Date of Evaluation: November 3, 2016 ! I DPR 523E (1(95) 25B -49 �s 5 nnMq F �� .I 19A" L ;1 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: Edwards House - KeCereetl oy Hairy JoogIeSKe °uate rvovmoer s, zero & ,ommuacion u upaace *B10. Significance (continued). Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered on the Intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Edwards House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture In a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single-family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains Its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Dr, Edwards House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for Its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ". Character defining features of the Dr. Edwards House that should be preserved include, but may not be limited to, exterior materials including stucco, clay roof tiles, original windows, tower feature, original front entry door, massing, and articulation. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann, Santa Ana An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A, "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge; MIT Press, 1969. Armor, Samuel. History of Orange County, Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Land Holiday Home Tour, 1999." Brochure. Richard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4 -7. Santa Ana and Orange County Directories, 1905.1930. Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Ancestry.com Newspapers.com 6PR 523L PRI (This space reserved for official comments.) EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -10 TO PLACE THE PROPERTY LOCATED AT 2433 NORTH HELIOTROPE DRIVE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -09 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1, The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No, 2016 -10 and categorization (Historic Resources Commission Categorization No. 2016 -09 of the Edwards House located at 2433 North Heliotrope Drive Santa Ana. B. The Edwards House has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1926 by Alison Honer, C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ".. Character - defining features of the Edwards House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, tower feature, original front entry door, massing, and articulation. D. The legal owners of the subject property are David and Glenda Fink. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code, Resolution No, 2016 -xx Page 1 of 4 25B -51 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 8103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -140 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -10 to place the Edwards House located at 2433 North Heliotrope Drive Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -09 placing the Edwards House located at 2433 North Heliotrope Drive, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -52 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney 0 Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana 25B -53 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 - 064 -27 2433 N. Heliotrope Driue David and Glenda Fink N TR 755 LOT 20 Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -54 NOVEMBER 7, 2016 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016-111 HISTORIC REGISTER CATEGORIZATION NO. 2016-10, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016-11 FOR PROPERTY LOCATED AT 1150 WEST RIVER LANE (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by _ Hally Soboleske E cutive Dimetor HISTOPJC RESOURCES COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO Planning M nager Adopt a resolution approving Historic Resources Commission Application No. 2016 -11 and Historic Register Categorization No. 2016 -10. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Eric and Carol Alderete, subject to non - substantive changes approved by the City Manager and City Attorney, Request of Applicant Eric and Carol Alderete are requesting approval to designate an existing residence located at 1150 West River Lane to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 3,603- square -foot, single -story Ranch style residence and detached garage on a 22,120- square -foot residential lot (Exhibit 1). AnalysIS of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B4 25B -55 HRCA No. 2016 -11, HRC No. 2016 -10 HPPA No. 2016 -11 November 7, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Schultz House, has distinctive architectural features of the Ranch style, and was built in 1967 by Don Christenson. Character defining features of the Schultz House that should be preserved include, but may not be limited to, materials and finishes (board- and -batten siding); roof configuration and detailing; original windows and doors where extant; and architectural details such as the courtyard walls, wood garage door, and beam roof supports (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Fisher Park neighborhood, "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -56 HRCA No. 2016 -11, HRC No. 2016 -10 HPPA No, 2016 -11 November 7, 2016 Page 3 Public Notification The subject site is located within the Fisher Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Fisher Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -132 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). 1 f Hilly Sob ee��ske Senior Plf�er HS:jm WHistoric lnfot111716 HROhrosl&11 hrc16- 16hPPa16 -11 Schultz House.hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -57 HRCA - 2016 -11, HRC- 2016 -10, AND HPPA- 2016 -11 1150 WEST RIVER LANE SCHULTZ HOUSE EXECUTIVE SUMMARY SCHULTZ HOUSE 1150 West River Lane Santa Ana, CA 92706 NAME Schultz House REF. NO. ADDRESS 1150 West River Lane CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1957 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Fisher Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication 2 Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautlful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor - outdoor integration. While the style Includes several variants, a basic set of character - defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L- shaped or U- shaped in plan, the Ranch House typically has a one -story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board- and - batten siding, high brick foundations, art stone, and wood shake roofs. Indoor - outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond- patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. The Colonial Revival Variant of the Ranch House incorporates classic - revival details such as an elaborated entrance, with the main entry flanked by columns and/or pilasters and sidelights, six -aver -six double -hung wood sash windows, and a more symmetrical composition then the other stylistic variations of the Ranch House. SUMMARY/CONCLUSION: The Schultz House also qualifies for listing in the Santa Ana Register of Historical Property is an excellent example of a Ranch style structure. Additionally, the house has been categorized as "contributive" because it "contributes to the overall character and history" of the Fisher Park neighborhood and, as an Intact and characteristic example of the Ranch House style, "is a good example of period architecture" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: . California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources;' September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. + California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 5S1: Individual property that is listed or designated locally. EXHIBIT 2 25B -59 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomi NRHP Status Code Other Listings Review Code Reviewer Date or Schultz House P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA1725 Date: *c. Address 1150 West River Lane City Santa Ana Zip 92706 'e. Other Locational Data: Assessor's Parcel Number 001 - 136 -26 *P3a. Description: (Describe resource and Its major, elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Schultz House Is an unusual and unique ranch style of architecture although the massing is typical of the style in that the structure is long and horizontal. The front fagade is a long wall and wooden tilt up garage door. This long wall forms a front yard courtyard that is hidden from public view, and is composed of Georgian slimline bricks. The courtyard is covered by open beam patio cover and flat roofing giving It a sleek and private appearance. The house is sheathed in stucco and board and batten siding. The roof Is low- pitched and topped with asphalt shingles. The eaves are broad and include beams that are more typical of the Craftsman style. The rear yard Includes a pool, and landscaping matches the house due to its clean lines and simple design. The house is in excellent condition. *P31b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *114. Resources Present: ■Building ©Structure ❑Object []Site ❑District []Element of District ❑Other *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None. P5b. Photo: (view and date) North facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1967 /City of Santa Ana Building Permits *P7. Owner and Address: Eric and Carol Alderete 1150 West River Lane Santa Ana, CA 92706 *PB. Recorded by: Hally Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. SurvoyTypo: Intensive Survey Update *Attachments: ❑None ❑Location Map OSketch Map ■Continuation Sheet ■Building, Structure, and Object Record ❑Archaeological Record ODistrict Record 01-inear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) 25B -60 *Required information State of California —The Resources Agency Primary# _ DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5$1 rfesource Name or in ocnuliz mouse B1, Historic Name: Schultz House B2, Common Name: Same B3. Original Use: Single- family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Ranch *135, Construction History: (Construction date, alterations, and date of alterations): Constructed 1967 June, 1967. Single family residence and attached garage by Don Christenson. $43, 795. November, 1967. Swimming pool. January, 1968. Lawn sprinklers. August, 1975. Spa for Carl Schultz. June, 1961. Solar panels for Schultz and four water heaters. August 1983. Kitchen and bath remodel and add 200sf of residence. *B7. Moved? ■No DYes DUInknown *B8. Related Features: None, B9a. Architect: Ralph Allan, FAIA Date: Original b, Builder: Don Christenson *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1895 -1965 Property Type: Single-family Residence Applicable Criteria: NR: C; CR: 5S1 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Schultz House was designed in the ranch style of architecture, but its sleek design is unusual. It was designed by Ralph Allen, Fellow of the American Institute of Architecture. Allen was well known for his skills designing modern concrete buildings, most notably: Orange County Law Library, Century High School and Fremont Elementary School – all in Santa Ana. He and his firm have won numerous awards for their modernistic design, and specialized in institutional buildings. The Schultz residence is a rare example of Mr. Allen's foray into residential design. The house was built as a speculative venture by Don Christenson a prolific local contractor. The first occupants of the home were Carl and Ethel Schultz. Carl was borm in 1913 In Missouri, and educated at Calflornis State University at Long Beach. He became the Dean of Instruction at Santa Ana College and moved here directly after obtaining the position. He was well liked in the community, and lived in the home until his death In 1981, His estate continues to give annually to St. Joseph's Children's Hosptital of Orange County. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) 813. Remarks: *B14. Evaluator: Hally Soboloske (This space reserved for official comments.) *Date of Evaluation: November 3, 2016 DPR 5236 (1195) 25B-61 *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI #_ CONTINUATION SHEET Trinomial of 3 Resource Name or 0 (Assigned by recorder by Hally Soboloske "Date November 3, 2096 91 Continuation 171 Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the Intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Schultz House is located in Fisher Park. The homes of the Jack Fisher Park neighborhood were built following the overwhelming success architects had In the early 1950's, when building homes using "California Ranch" architectural design and features. Homes located in our prestigious neighborhood range from 1,500 -6,000 sqft, with lot sizes from 6,500 - 25,000 sgft. Properties within this neighborhood boast some of the largest residential land use in any of the incorproated cities within Orange County and Southern California. Giving true meaning to the phrase, "Sprawling California Ranch" style homes.Jack Fisher Park was named after a local highly decorated World War i hero. The Schultz House qualifies for listing in the Santa Ana Register of Historical Properties as "Contributive ". Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Fisher Park neighborhood, "is a good example of period architecture." Character- defining exterior features of the SchultzHouse that should be preserved include, but may not be limited to, materials and finishes (board - and - batten siding); roof configuration and detailing; original windows and doors where extant; and architectural details such as the courtyard walls, wood garage door, and beam roof supports. B12. References (continued): Armor, Samuel History of Orange County. Los Angeles: History Record Company, 1921, Cultural Heritage Commission, City of Santa Ana. "Historical Landmarks, Inventory f=orm, Bowers Museum," September 12, 1979. Available at the Santa Ana Public Library History Room. Harris, Cyril M American Architecture: An illustrated Encvclopedla. New York, WW Norton, 1998. Marsh, Diann, Santa Ana. An Illustrated History. Encinitas, Heritage Publishing, 1994, McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form," Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Santa Ana and Orange County Directories, 1932 -1954. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Ancestry.com Newspapers,com (Santa Ana Register) APR 523E 25B -62 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO.2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -11 TO PLACE THE PROPERTY LOCATED AT 1150 WEST RIVER LANE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -11 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No, 2016 -11 and categorization (Historic Resources Commission Categorization No. 2016 -11 of the Schultz. House located at 1150 West River Lane Santa Ana. B. The Schultz House as distinctive architectural features of the Ranch style, and was built in 1967 by Don Christenson. C, This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Fisher Park neighborhood, "is a good example of period architecture." Character - defining features of the Schultz House that should be preserved include, but may not be limited to, materials and finishes(board- and - batten siding); roof configuration and detailing; original windows and doors where extant; and architectural details such as the courtyard walls, wood garage door, and beam roof supports. D. The legal owners of the subject property are Eric and Carol Alderete. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No. 2016 -xx Page 1 of 4 25B -63 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -132 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -11 to place the Schultz House located at 1150 West River Lane Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -10 placing the Schultz House located at 1150 West River Lane, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -64 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Cal lho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -1xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016, Date: Acting Recording Secretary City of Santa Ana 25B -65 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 001 - 136 -26 1150 W. River Lane Eric and Carol TR 1357 LOT 4 AND POR Alderete LOT 3 -AS PER DD 6327/116 OR- Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -66 REQUEST FOR T NOVEMBER 7, 2016 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -14, HISTORIC REGISTER CATEGORIZATION NO. 2016 -13, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016 -14 FOR PROPERTY LOCATED AT 2502 NORTH VALENCIA STREET (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Ivan Orozco 0 F ecutive Director s fr , HISTORIC RESOURCES COMMISSION SECRETARY APPROVED • As Recommended • As Amended IJ Set Public Hearing For CONTINUED TO Planning a'ger 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -14 and Historic Register Categorization No. 2016 -13. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Joyce M. Keller, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Joyce M. Keller is requesting approval to designate an existing residence located at 2502 North Valencia Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Protect Location and Site Description The subject property consists of a 1,791 - square -foot, single -story Ranch House style residence and detached garage on a 5,950 - square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B5 25B -67 HRCA No. 2016 -14, HRC No. 2016 -13 HPPA No. 2016 -14 November i, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Dever House, has distinctive architectural features of the Ranch style, and was built In 1942 by an unknown builder. Character defining features of the Dever House that should be preserved include, but may not be limited to, materials and finishes (stucco finish); roof design and detailing; original windows and doors where extant (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Ranch House style. Typical features of this style illustrated by the house include its massing and symmetrical composition; medium - pitched roof with fascia boards; fine stucco finish; wood - framed casement and double -hung sash windows; and attached chimney. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Park Santiago neighborhood, "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. r - • HRCA No. 2016 -14, HRC No. 2016 -13 HPPA No. 2016 -14 November 7, 2016 Page 3 Public Notification The subject site is located within the Park Santiago Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Park Santiago Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -146 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 6 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). I Ivan Orozco Assistant Planner II 10:jm hsN1slor1c Inlo4110716 HRMhro@16- 14hrci6- 16hppa16 14 Dever House. hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -69 500' RADIUS 4 PwA 1 * 4 NORTH VALENCIA AVENUE DEVER HOUSE PLANNING AND BUILDING AGENCY 25B -70 EXECUTIVE SUMMARY DEVER HOUSE 2502 North Valencia Avenue Santa Ana, CA 92706 NAME Dever House REF. NO. ADDRESS 2502 North Valencia Avenue CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1942 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N!A NEIGHBORHOOD I Park Santiago CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1 3 CALIFORNIA REGISTER STATUS CODE 1 581 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published In the Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's design of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor - outdoor integration. While the style includes several variants, a basic set of character- defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extending by wings of varying roof heights. Generally L- shaped or U- shaped in plan, the Ranch House typically has a one -story profile with strong horizontal emphasis expressed through a low pitch or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and batten siding, high brick foundations, art stone, and wood shake roofs. Indoor - outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can Include wood frames, decorative shutters, and diamond - pattern muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. The Colonial Revival Variant of the Ranch House incorporates classic - revival details such as an elaborated entrance, with the main entry flanked by columns and/or pilasters and sidelights, six -over -six double hung wood sash windows, and more symmetrical composition that the other stylistic variations of the Ranch House. SUMMARY /CONCLUSION: The Dever House qualifies for listing In the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Ranch House style. The house demonstrates several early Ranch style features with the use of earthy materials throughout the fagade. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an example of the Ranch style "is a good example of period architecture" (Municipal Code, Section 30 -2:2). EXPLANATION OF CODES: California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. . California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 5S1: Individual property that is listed or designated locally. State of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings___ Review Code or Primary HRI #_ Trinomiai- NRHP Status Code P1. Other identifier: W. Location: ONot for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2502 North Valencia Avenue City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 396- 421 -16 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Dever House is designed in the Ranch Style of architecture. This one -story stucco -clad, with brick veneer residence features a U -shape design with two matching wings facing west, creating a small private courtyard at the center of the property. Typical to most Ranch House style homes, the residence is capped with a medium- pitched, hip roof with a gable roof design at the south elevation. The use of earthy materials can be seen on the fagade's east half, a large bay, multi -light window encompasses the brick accent material used to emphasize the front elevation. The entry opens onto a small covered portico, elevated on two steps with matching brick veneer which continues on the path leading to the sidewalk. Side elevations display a similar fenestration pattern, with wood - framed multi -light windows in a variety of configurations. A stucco -clad chimney Interrupts the roof line on the west, rear portion of the hip roof. Alterations Include an addition to incorporate a bedroom and bathroom located inside the north projecting wing. The house Is otherwise intact and enhanced by mature trees and landscaping. *P3b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4. Resources Present: ■Building ❑Structure DObject ❑Site DDistrict ❑ Element ofDistrict DOther *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None. P5b. Photo: (view and date) West elevation October 2016 *P6. Date Constructed /Age and Sources: ■historic 19421City of Santa Ana Building Permits *P7. Owner and Address: Joyce M. Keller 2502 N. Valencia Street Santa Ana, CA 92706 *P8. Recorded by: 1.Orozco 20 Civic Center Plaza Santa Ana, CA 92702 *P9. Date Recorded: November 7, 2016 *P1t1. Survey Type: Intensive Survey Update *Attachments: ONone ❑Location Map DSketch Map ■Continuation Sheet .Building, Structure, and Object Record ❑Archaeological Record DDlstrict Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record OArtifact Record OPhotograph Record D Other (list) DPR 523A (1/95) 25B -72 *Required information State of California —The Resources Agency Primary #_ DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5S1 ttesource Name or ir: never House B1. Historic Name: Dever House 62. Common Name: Same B3. Original Use: Single-family Residence 84. Present Use: Single- family Residence *85. Architectural Style: Ranch House *66. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1942 May 1942. Residence and garage, $5,000. April 1950. Variance to reduce rear yard setback to four feet. April 1950. 200 - square foot addition, $1,500. January 1951. Glass in rear porch, $400. June 1955. Addition and alteration to residence, $1,000. *B7. Moved? ■No 13Yes ❑Unknown Date: Original Location: *88, Related Features: None. B9a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single- family Residence Applicable Criteria: NR: C; CR., 3 (Discuss Importance In terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Dever House is architecturally notable as an intact and representative example of the Ranch house, The house and garage, valued at $5,000 on the building permit, were constructed in 1942 for John Harry Dever, an accountant for the Watson's Drug Store located in the City of Orange. The property was owned by Mr. Dever and spouse, Mary Elizabeth Dever, a former member of the Y.W.C.A. until 2002 when the property was transferred to Joyce M. Keller, and remains as the current property owner. (See Continuation Sheet 3 of 3.) Bt 1. Additional Resource Attributes: (Ust attributes and nodes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) B13. Remarks: *814. Evaluator: Ivan Orozco *Date of Evaluation: November 7, 2016 DPR 5288 (1195) (This space reserved for official comments.) *B10. Significance (continued): 25B -73 Sketch Ma '0 r we .rn 421 398- 642 -16 O a roa 2502 N. Vail note Street ms is 3...._ -_. , m ¢ State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name or # Dever House - Kocoraea oy roan urozco "uate Novemoer t, zuio m uormnuanon u update Santa Ana was founded by William Spurgeon In 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago do Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and Incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Dever House Is located in the Park Santiago neighborhood, near the present northern city limits of Santa Ana and substantially north of the original city core. The neighborhood is bounded by Santiago Creek and Park on the north, East Seventeenth Street on the south, North Lincoln Avenue on the east, North Main Street on the west, and the 1.5 freeway on the southwest. In large part, these boundaries reflect the transportation lines that were constructed towards the end of the nineteenth century and at the beginning of the twentieth century, when the Pacific Electric interurban railroad ran up Main Street; the Atchison, Topeka, and Santa Fe tracks followed Lincoln; and the Southern Pacific Railroad right -of -way mirrored the freeway route. This area remained primarily agricultural well Into the 1920s. As of 1905, the city directories listed around twenty households on East Santa Clara, Twentieth Street, "C Street" (now North Santiago Street), North Bush Street and North Main Avenue, the only streets in the area at the time, The vast majority of the residents were ranchers. By 1911, the number of households had increased to about thirty, and Edgewood Road and Valencia Street had been partially laid out, but most residents continued to list "rancher" or "fruit grower" as their occupation in the city directories. This pattern of land use was evident on the 1912 plat map of the City, which illustrated two small, Craftsman -era subdivisions along Bush north of Santa Clara and on Valencia and Poinsettia south of Twentieth Street, with the remaining area divided Into larger agricultural parcels held by approximately forty landowners. While the area east of Santiago Street was not subdivided until after the mid- 1920s, most of the present day streets west of Santiago had been laid out when the City was mapped in 1923. Ranching continued to be the most prevalent occupation in the neighborhood, but increasing numbers of professionals, small business owners, merchants, and people In service professions such as painters, electricians, and carpenters made their homes in the western half of the neighborhood during the 1920s and 1930s. The area also attracted several city and county officials, Including the City Attorney (Z.B. West, Jr., 321 East Santa Clara Avenue), County Supervisor, First District (C.H. Chapman, 2315 North Santiago Street), County Surveyor (E. H. Irwin, 2407 North Santiago Street), and County Auditor (William C. Jerome, 2422 Poinsettia Street). By April 1942, when the Sanborn Company first mapped the western half of the area, most of the lots had been improved with single - family homes, many in the revival styles popular during the 19206 and 1930s. Subsequent development of the eastern half of the neighborhood and Infill construction in the western half displayed the simplified ranch style that emerged following World War IL The Dever House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the Ranch style of architecture. The residence features several Ranch House qualities, making it a prime example of the transitional period between both styles of architecture. Typical features of this style Illustrated by the house include its massing and symmetrical composition; medium - pitched roof with fascia boards; fine stucco finish; wood - framed casement and doublo -hung sash windows,, and attached chimney. Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch style in the Park Santiago neighborhood, "is a good example of period architecture." Character - defining exterior features of the Dever House that should be preserved include, but may not be limited to, materials and finishes (stucco finish); roof design and detailing,, original windows and doors where extant. "812. References (continued): Morris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann, Santa An An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York. , Alfred A. Knopf, 1984, National Register Bulletin 16A. "How to Complete the National Register Registration Form. " Washington DC: National Register Branch, National Park Service, US Dept, of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources, "Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge.` MIT Press, 1969, Orange County Plat Maps, 1912. Historic Maps, Santa Ana History Room, 1923, 1932, 1955, Santa Ana and Orange County Directories, 1926 -1961, DPR 523L 25B -74 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -14 TO PLACE THE PROPERTY LOCATED AT 2502 NORTH VALENCIA STREET SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO, 2016 -13 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -14 and categorization (Historic Resources Commission Categorization No. 2016 -13 of the Dever House located at 2502 North Valencia Street Santa Ana. B. The Dever House has distinctive architectural features of the Ranch House style, and was built in 1942. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is under Criterion 1 for its exemplification of the distinguishing characteristics of the Ranch House style, Typical features of this style illustrated by the house include its massing and symmetrical composition; medium - pitched roof with fascia boards; fine stucco finish; wood- framed casement and double -hung sash windows; and attached chimney. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Park Santiago neighborhood, "is a good example of period architecture." Character- defining features of the Dever House that should be preserved include, but may not be limited to, materials and finishes (stucco finish); roof design and detailing; original windows and doors where extant. D. The legal owner of the subject property is Joyce M. Keller Resolution No. 2016 -xx Page 1 of 4 25B -75 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -146 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -14 to place the Dever House located at 2502 North Valencia Street Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -13 placing the Clever House located at 2502 North Valencia Street, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -76 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvaiho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana 25B -77 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 396- 421 -16 2502 N. Valencia Street Joyce M. Keller S TWP 5 RGE 9 SEC 6 SEC 6T5R9 LOT 70X Exhibit A Resolution No, 2016 -xx Page 4 of 4 25B -78 NOVEMBER 7, 2016 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -16, HISTORIC REGISTER CATEGORIZATION NO. 2016-15, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016 -16 FOR PROPERTY LOCATED AT 412 WEST SANTA CLARA AVENUE STRATEGIC PLAN NOS. 5, 2; 5,3} Prepared by _ Halty Soboleske "xe ive 6Irector, HISTORIC RESOURCES COMMISSION SECRETARY APPROVED C1 As Recommended • As Amended • Set Public Hearing For CONTINUED TO Planning ManagZr 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -16 and Historic Register Categorization No. 2016 -15. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Atticus Wegman, subject to non - substantive changes approved by the City Manager and City Attorney, Request of Applicant Atticus Wegman is requesting approval to designate an existing residence located at 412 West Santa Clara Avenue to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 1,136 - square -foot, single -story English Tudor style residence and detached garage on a 6,600- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B6 25B -79 HRCA No. 2016 -16, HRC No. 2016 -15 HPPA No. 2016 -16 November 7, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Chick House, has distinctive architectural features of the English Revival style, and was built in 1923 by an unknown builder. Character defining features of the Chick House that should be preserved include, but may not be limited to, materials and finishes brick chimney; roof configuration; exterior materials; wing wall; original windows; and doors (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties for its representation of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as "Contributive" because it is a good example of period architecture (Municipal Code 30 -2.2). Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreernent generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood Allows for a mecharifsm to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. r _ .I HRCA No. 2016 -16, HRC No. 2016 -15 HPPA No. 2016 -16 November 7, 2016 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. in addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was pasted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -133 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Zia ly Sop leske Senior Pf nner HS:jm hslHistoric W6110716 HRC\hrcaI6- 16hrc16- 15hppa16 -16 Chick Haus%hra Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -81 0 w • AND ■ ■. / •. 6 412 WEST SANTA . a AVENUE PLANNING AND BUILDING AGENCY 25B -82 EXECUTIVE SUMMARY CHICK HOUSE 412 West Santa Clara Avenue Santa Ana, CA 92706 NAME Chick House REF. NO. ADDRESS 412 West Santa Clara Avenue CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1923 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 5 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: English Revival A simplification of the Tudor Revival, which reached its height of popularity during the 1920s and 1930s, the English Revival drew upon the English country house for its inspiration. English Revival homes usually feature stucco walls and gable roofs of steep but not exaggerated pitch. A characteristic roof treatment incorporates uneven rakes, with one side of a gable extending a greater distance than the other, sometimes changing the angle of slope in the process. Arches may be used for windows and doors, and, unlike their Tudor cousins, are rounded rather than pointed. Windows are usually clustered in groups on the fagade and are often multi -paned casement in type. Almost exclusively a residential style, English Revival buildings are nearly always asymmetrical in composition, SUMMARYICONCLUSION: The Chick House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as " "Contributive" because It "contributes to the overall character and history" of Santa Ana, and "is a good example of period architecture" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation. (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001) 5: Ineligible for the National Register, but still of local significance. It_ embodies - the - distinctive- characteristics .of -a -type period,- region, -or method -of- construction.or represer work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT 2 25B -83 State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # _._...._... PRIMARY RECORD Trinomial NRHP Status Code Other Listings Review Code Reviewer Date Pane 1 of 4 Resource name(s) or number (assigned by recorder) Chick House P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 412 W. Santa Clara Avenue City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002- 111 -02 *P3a. Description: (Describe resource and its major elements, Include design, materials, condition, alterations, size, setting, and boundaries.) The Chick House is a unique example of the English Revival style. The house is clad in smooth stucco, and has a steeply pitched duo gabled roof capped with asphalt shingles. A tapered brick chimney is centered on the front facade and is straddled by two narrow casement windows. Two concrete steps leads up to the primary skid- facing entry which includes a heavy wood door. Windows not on the front facade are single hung six- over -one wood windows, A stuccoed wing wall surrounds the front creating a front courtyard in typical fashion of the English Revival style. The driveway joins with the driveway of the northern neighbor, but is embellished with used brick trim. A detached garage sits to the rear of the property also with a steeply pitched roof and a garage doorwlth cross cross wood trim made to resemble a carriage house door. *P3b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4. Resources Present: ■Building 13Structure DObject ❑Site DDistrict ■Element of District DOther A� *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None P5b. Photo: (view and date) East facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1923 *P7. Owner and Address: Atticus Wegman 412 W. Santa Clara Avenue Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update – *Attachments: ONone el.ocation Map OSketch Map ■Continuation Sheet ■Building, Structure, and Object Record DArchaeological Record DDistrict Record oLinear Feature Record DMilling Station Record DRock Art Record DArtifact Record ❑Photograph Record D Other (list) DPR 523A(1195) r - •- 'Required Information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *NRHP Status Code 5S3 Kesource name or if: GnIcK house B1. Historic Name: Chick House B2, Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single- family Residence *B5. Architectural Style: English Revival *86. Construction History: (Construction date, alterations, and date of alterations): Constructed 1923 December, 1923. Residence and garage. $4,000. June, 1933. Rebuild chimney. September, 1941. Reroof. October, 1958. A/C, ductwork, heater. July, 1976. Add bathroom for C. Contreras. *B7. Moved? ■No ❑Yes ❑Unknown Date: Original Location: *B8. Related Features: None, 69a. Architect: Unknown b, Builder: Roy Russell *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single- family Residence Applicable Criteria: NR: C; CR: 5CS (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Chick House is an English Revival styled residence constructed in 1923 by Roy Russell, a prolific builder In the region. The first owners were Charles and Almeda (Alma) Chick. Both were born in 1901 in the Midwest, Charles was a farmer by trade and they came to Santa Ana in the early 1920's to begin their lives together. Charles was a salesman for the Kafeterla Shoe Stare located at 404 West Fourth Street in the Lawrence Building. The store was the first of Its kind in Orange County where customers had the priviledge of finding their own shoe style and size from racks and trying them on by themselves. Charles retired by 1954, and they lived In the home until the mid 1970's when it was purchased by Mr. Contreras. Mr. Chick passed away in 1995 at the age of 94 in Oregon. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *614. Evaluator: Holly Soboleske *Date of Evaluation: November 2016 (This space reserved for official comments.) DPR 523E (1/95) *B10. Significance (continued): 25B -85 Map i 1NAC/ S.n Chick House 412 W. Santa Clara Avenue f MA59 tIRAC/ ,, O rif7.1 O YA \ R \�ena.�n �M�v.vyn n.e ale *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial by Haliy Soboleske *Date November 3, 2016 © Continuation ❑ Update Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and Incorporation as a city in 1886, and selection as the seat of the newly created County of Orange In 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Chick House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897- 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, Now York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" Gran-3r e County± Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September'15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco -styled Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue, In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881- 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single- family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its Identity as the premier neighborhood of Santa Ana, historically home to many effluent and prominent citizens. The Chick House qualifies for listing in the Santa Ana Register of Historical Properties for its representation of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as "Contributive" because It is a good example of period architecture (Municipal Code 30 -2.2). Character defining features of the Chick House include: brick chimney; roof configuration; exterior materials; wing wall, original windows, and doors. *812. References (continued): Harris, Cyril M. American Architecture; An Illustrated F_ncyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Lando Holiday Home Tour, 1999:' Brochure, Rischard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Geneolooical Society Quartet, December 1993, pages 4 -7. Santa Ana and Orange County Directoties, 1905.1930. Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Ancestry.com Newspapers.com (Santa Ana Register) DPR 523L 25B -86 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO, 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -16 TO PLACE THE PROPERTY LOCATED AT 412 WEST SANTA CLARA AVENUE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -15 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November i, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -16 and categorization (Historic Resources Commission Categorization No. 2016 -15 of the Chick House located at 412 West Santa Clara Avenue Santa Ana. B. The Chick House has distinctive architectural features of the English Revival style, and was built in 1923. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is for its representation of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as "Contributive" because it is a good example of period architecture (Municipal Code 30 -2.2). Character- defining features of the Chick House that should be preserved include, but may not be limited to, materials and finishes such as brick chimney; roof configuration; exterior materials; wing wall, original windows, and doors - D. The legal owner of the subject property is Atticus Wegman. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code, Resolution No. 2016 -xx Page 1 of 4 25B -87 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property Contributive category Municipal Code. meets the minimal standards for placement in the pursuant to Section 30- 2.2(3) of the Santa Ana Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -133 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -16 to place the Chick House located at 412 West Santa Clara Avenue Santa Ana, 92702 on the historical register, and B. Historic Register Categorization No. 2016 -15 placing the Chick House located at 412 West Santa Clara Avenue, Santa Ana, 92702 within the Contributive category, These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference, Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 r - •• EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvaiho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission NOT PRESENT: Commission mem CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana r - • • Resolution No, 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 - 111 -02 412 W. Santa Clara Avenue Atticus Wegman R BK 3 PG 14 PAR 12 Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -90 REQUEST P L' 19TUArlo :; 1 .. W.10 HISTORICRESMRCESCOMMWK)NSECRErARY TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016-18, HISTORIC REGISTER CATEGORIZATION NO. 2016-17, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016-17 FOR PROPERTY LOCATED AT 524 EAST VIRGINIA AVENUE {STRATEGIC PLAN NOS. 5,2; 5,3} Prepared by Hally Soboleske APPROVED • As Recommended • As Amended • Set Public Flearing For CONTI NU EO 'rO Vcutive Director Planning onager 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -18 and Historic Register Categorization No. 2016 -17. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Michael and Morgan Liti, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Michael and Morgan Liti are requesting approval to designate an existing residence located at 524 East Virginia Avenue to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Protect Location and Site Description The subject property consists of a 1,447- square -foot, single -story Spanish Colonial Revival style residence and detached garage on a 5,468- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listinq In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B7 25B -91 HRCA No. 2016 -18, HRC No. 2016 -17 HPPA No. 2016 -17 November 7, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Barlow- Caltis House, has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1925 by an unknown builder. Character defining features of the Barlow- Caltis House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, decorative venting, original front entry door, massing, and articulation (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood - e Allows for a mechanism to provide for property-rehabilitation- Provides additional incentive for potential buyers to purchase historic structures « Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -92 HRCA No, 2016 -18, HRC No. 2016 -17 HPPA No. 2016 -17 November 7, 2016 Page 3 Public Notification The subject site is located within the Park Santiago Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Park Santiago Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -134 will be filed for this project. 5trateuic Plan Alisanment Approval of this item supports the City's efforts to meet Goal No, 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Hally Sob ske Senior PI a ner HS :jm WHlstorlc InfoU 16616 IiRC\hrca16- 18hrc16.l7hppa16 -17 Barlow- Caltis House.hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -93 HRCA-2016-1 8, H.RC-201 6-17 AND HP-PA--2016-1 T m 524 EAST VIRGINIA AVENUE I PLANNING AND BUILDING AGENCY 25B -94 EXECUTIVE SUMMARY BARLOW- CALTIS HOUSE 524 East Virginia Avenue Santa Ana, CA 92706 NAME Barlow - Caltis House REF. NO. ADDRESS 524 East Virginia Avenue CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric [9 Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama - California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low- pitched roofs, usually with little or no overhangs and red the roof coverings, flat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARY /CONCLUSION: The Barlow - Caltis House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its distinguishing characteristics of an architectural style or period, that exemplify a particular architectural style or design features; and as a work of a notable architect whose style influenced architectural development; (Municipal Code, Section 30.2.a.1 and 30.2.a.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series #/ 7; "How to Nominate Resources to the California Register of Historical Resources, September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 55: Individual property that is listed or designated locally. EXHIBIT 2 25B -95 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomial_ _. NRHP Status Code_. Other Listings Review Code Reviewer__ _— Date or number (assigned by recorder) P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Oued TCA'1725 Date: *c. Address 524 East Virginia Avenue City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 003. 033 -06 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Barlow- Caltis House is a single -story Spanish Colonial Revival styled residence. It is clad In stucco and topped with barrel shaped clay tile on the pitched roof areas, and flat roof covered with rolled roofing throughout the body of the structure. The windows Include wood casement windows with multiple lights. The front facing bay is perforated by a round attic vent. The front facing entry has two the covered steps leading up to the covered entry door. The entry door is heavy wood. A detached garage sits to the rear of the site. The landscape is more modern water saving xeriscape. *P3b. Resource Attributes: (list attributes and codes) HP2. Single - family Property W. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ■F_lement of District OOther *1211. Report - Citation: (Clte survey report and other sources, or enter "none ") None P5b. Photo: (view and date) North facing elevation 2016 *P0. Date Constructed /Age and Sources: shistoric 1925 *P7. Owner and Address: Michael and Morgan Liti 524 East Virginia Avenue Santa Ana, CA 92706 *P8. Recorded by: Holly Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *Attachments: EJNone ❑Location Map ❑Sketch Map ■Continuation Sheet Building, Structure, and Object Record OArchaeologieal Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record OArtifact Record ®Photograph Record O Other (list) DPR 523A (1/95) 25B -96 `Required Information State California —The Resources Agency Primary # _ DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *NRHP Status Code 5S 'Resource Name or 7f: Barlow -Canis House B1, Historic Name: Barlow - Caltis House B2. Common Name: Same B3. Original Use: Single - family Residence 84.. Present Use: Single - family Residence *B6. Architectural Style: Spanish Colonial Revival *B6. Construction History: (Construction data, alterations, and date of alterations): Constructed 1925 1925, Residence and garage. August, 1938. Reroof by Holmes Roofing Company, August, 1963. Storage garage for E, Caltis. July, 1983, Residential addition (503sf). Setpomber, 1983, Decorative fireplace, January, 1984, Air conditioning. *137. Moved? ■No MYes ClUnknown Date: Original Location: *138. Related Features: None, B9a, Architect: Unknown b. Builder: Unknown *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single- family Residence Applicable Criteria: NR: S; CR: 5S3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Barlow - Caltis House was constructed in 1925 for Joseph and Ethel Barlow both from Utah and their children, James and Mardene. Mr. Barlow was a metal worker in the automobile industry at Central Auto Body Works located at 415 East Third Street. By the early 1960's, the house was purchased by Spiro and Elsie Caltis, Greek immigrants who immigrated in the early 201h century, They married In Manhattan in 1917, and became naturalized citizens in 1940 in New York City, New York. Spiro worked as a waiter in a restaurant located in one of the local Santa Ana hotels, They had one child named Harriet. (See Continuation Sheet 3 of 4,) B1 1. Additional Resource Attributes: (List attributes and *1312. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4,) B13. Remarks: *1314. Evaluator: Hally Soboleske *Date of Evaluation: November 3, 2016 DPR 5238 (1195) 25B -97 :f Barlow - Caltis House 003 -033 -16 N AV4N �t� (sa Q� d 03 , io u 1 r o y . i.... C7rJN0. 705 ra is State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: Barlow - Caltis House *Recorded by Ha/ly Soboloske *Date Novmber 3, 2016 d Continuation 11 Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered on the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated In the outlying areas, with cultivated flews and orchards dotted with widely scattered farmhouses. The Barlow- Caltis House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and Widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, Now York In '1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" ( range Coun y Rec isteq September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built In the 1920s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September '15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 19208 and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during Word War 11, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clare Avenue. The homes were quite grand and displayed various revival styles, Including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single- family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Barlow- Caltis House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture'. Character defining features of the Barlow - Caltis House that should be preserved include, but may not be limited to, exterior materials Including stucco, clay roof tilos, original windows, decorative venting, original front entry door, massing, and articulation. *B12. References (continued): Harris, Cyril M, American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana. An Illustrated History. Encinitas, Heritage Publishing, 1994, McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin IBA. "How to Complete the National Register Registration Form," Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation, "Instructions for Recording Historical Resources." Sacramento: March 1995. WhIffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Land Holiday Home Tour, `1999." Brochure. Richard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County Genealogical Society Quarterly, December 1993, pages 4 -7. Santa Ana and Orange County Directories, 1905.1930. Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Ancestry.com Newspapors.com (This space reserved for official comments.) nPR 52.3L EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO.2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -18 TO PLACE THE PROPERTY LOCATED AT 524 EAST VIRGINIA AVENUE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -18 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -18 and categorization (Historic Resources Commission Categorization No. 2016 -18 of the Barlow - Caltis House located at 524 East Virginia Avenue Santa Ana. B. The Barlow - Caltis House as distinctive architectural features of the Spanish Colonial Revival style, and was built in 1925 by an unknown builder. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture ". Character - defining features of the Barlow- Caltis House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, decorative venting, original front entry door, massing, and articulation- - - D. The legal owners of the subject property are Michael and Morgan Liti E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No. 2016 -xx Page 1 of 4 25B -99 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -134 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -18 to place the Barlow - Caltis House located at 524 East Virginia Avenue Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -17 placing the Barlow- Caltis House located at 524 East Virginia Avenue, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -100 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 20'16 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016, Date: Acting Recording Secretary City of Santa Ana 25B -101 Resolution No. 2016 -xx Pale 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6.103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 003 - 033 -06 524 E. Virginia Avenue Michael and TR 705 LOT 30 W 3.38 FT Morgan Lill THEREOF(LOT 31 E 39.06 FTTHEREOF Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -102 REQUEST FOR Historic Resources Commission NOVEMBER 1, .. PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -19, HISTORIC REGISTER CATEGORIZATION NO. 2016 -18, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016.18 FOR PROPERTY LOCATED AT 1210 WEST RIVER LANE {STRATEGIC PLAN NOS. 5,2; 5,8} k' • APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO Prepared by Hally Soboleske Exa tive Director Plannin a a6e'r Adopt a resolution approving Historic Resources Commission Application No. 2016 -19 and Historic Register Categorization No. 2016 -18. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Moir Family Trust, subject to non - substantive changes approved by the City Manager and City Attorney. Reauest of Applicant Moir Family Trust is requesting approval to designate an existing residence located at 1210 West River Lane to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 3,898- square -foot, single -story Ranch style residence and detached garage on a 14,195- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B8 25B -103 HRCA No. 2016 -19, HRC No. 2016 -18 HPPA No. 2016 -18 November 7, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Dr. Geddes Residence, has distinctive architectural features of the Ranch style, and was built in 1959 by Hugh Neighbour, Junior. Character defining features of the Dr. Geddes Residence that should be preserved include, but may not be limited to, materials and finishes (board - and -batten siding); roof configuration and detailing; original windows and doors where extant; and architectural details such as the decorative shutters and Palos Verdes stone detailing (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Fisher Park neighborhood, "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties, The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include; • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -104 HRCA No. 2016 -19, HRC No. 2016 -18 HPPA No. 2016 -18 November 7, 2016 Page 3 Public Notification The subject site is located within the Fisher Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Fisher Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources, Categorical Exemption No. ER- 2016 -136 will be filed for this project. Strategic Plan Allanment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental Sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and Improve the livability of Santa Ana neighborhoods). 1 Hally Sob6lbske Senior, Planner HS`jm WHistoric 11010716 HROWca 1619hrMB- 19hppa16 -18 Or, Geddes House.hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -105 600' RADIUS 1210 WEST RIVER LANE DR. GEDDES HOUSE PLANNING AND BUILDING AGENCY 25B -106 EXECUTIVE SUMMARY DR. GEDDES HOUSE 1210 West River Lane Santa Ana. CA 92706 NAME Dr. Geddes House REF. NO. ADDRESS 1210 West River Lane CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1959 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N!A NEIGHBORHOOD Fisher Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1 5 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War 11 residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated In the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for Informality, expressed In materials and plan, and indoor - outdoor integration. While the style includes several variants, a basic set of character - defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L- shaped or U- shaped In plan, the Ranch House typically has a one -story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical In design, the Ranch House is often sheathed in and accented with rustic materials such as board - and - batten siding, high brick foundations, art stone, and wood shake roofs, Indoor- outdoor Integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond - patterned muntins. Ornamentation Includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. The Colonial Revival Variant of the Ranch House incorporates classic- revival details such as an elaborated entrance, with the main entry flanked by columns and/or pilasters and sidelights, six -over -six double -hung wood sash windows, and a more symmetrical composition than the other stylistic variations of the Ranch House. SUMMARY /CONCLUSION: The Dr. Geddes House also qualifies for listing in the Santa Ana Register of Historical Property is an excellent example of a Ranch style structure. Additionally, the house has been categorized as "contributive" because It "contributes to the overall character and history" of the Fisher Park neighborhood and, as an intact and characteristic example of the Ranch House style, "is a good example of period architecture" (Municipal Code, Section 30 -2.2), EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September A, 2001.) 5: it embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003,) 5S1: Individual property that is listed or designated locally. EXHIBIT 2 25B -107 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI q _ PRIMARY RECORD Trinomial NRHP Status Code Other Listings ,.`__ Review Coda Reviewer Date Page 1 of 3 Resource names) or number (assigned by recorder) Dr. Geddes House P1. Other Identifier: *P2. Location: ONot for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA1725 Date: *c. Address 1210 West River Lane City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 001- 136 -22 *1133a. Description: (Describe resource and its major elements. Include design, materials, conditon, alterations, size, setting, and boundaries.) The Dr. Geddes House Is an unusual and unique ranch style of architecture. It is clad primarily in stucco with Palo Verde rock accents on front facing walls. The hipped roof is topped with composition shingles, but with clay tiles covering each roof seam. The structure is "Y" shapad with a side loading garage located towards the front of the property. This was a common configuration In the 1950's as the status of the automobile rose, and homeowners wanted to show off their vehicles and give them a prominent place in the household. Front facing windows are large sliders allowing the outdoors to become `part" of the interior. The front entry has two large double doors. This site also has a circle drive with brick accents. *133b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4 Resources Present: ®Building C1Structure DObject ❑Site DDistrict ❑Element of District ❑Other *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None. P5b. Photo: (view and date) North facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1959 1City of Santa Ana Building Permits W. Owner and Address: Moir Family Trust 1210 West River Lane Santa Ana, CA 92706 *P8. Recorded by: H. Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *Attachments: ONone ❑Location Map ❑Sketch Map eContinuation Sheet ■Building, Structure, and Object Record ©Archaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rack Art Record Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) 25B -108 *Required information State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRlit_ BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5S1 Kesource Name or ?F; ur. ueaaes mouse B1. Historic Name: Dr. Geddes House B2. Common Name: Same B3, Original Use: Single - family Residence B4, Present Use: Single- family Residence *BS. Architectural Style: Ranch *Be. Construction History: (Construction date, alterations, and dale of alterations): Constructed 1969 August, 1969. 10 room residence and attached garage. May 1960. Lawn sprinklers for Dr. Geddes. October, 1982. Reroof. *87. Moved? ■No OYes ❑Unknown Date; Oelginat Location:_ *B8, Related Features: None. B9a. Architect: Unknown b. Builder: HughNefghbourJr. *810. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 18964966 Property Type: Single - family Residence Applicable Criteria: NR: C; CR: 3 (Discuss Importance in terms of historical or architectural context as dented by theme, period, and geographic scope. Also address integrity) The Dr. Geddes House is an example of the Ranch style of architecture. It was built In 1969 for Dr. David Kofold Geddes and his Wife, Mabel. Dr. Geddes was born to Dr, and Mr. Geddes, His mother was originally from Guadalajara, Mexico and came to the United States where she attended the University of California, Berkeley. She lived with Professor Charles Wald and his wife while she was In school. She married William DeWar Geddes in December of 1916. David Geddes was bom in December of 1920, and later his brothers John and Francis. David attended the Maryland University School of Medicine and became a psychiatrist, He lived at this home with his wife Carol for over 60 years. He was the head of various medical associations, Head of the Psychiatry Department of St. Joseph's Hospital, and was the Orange County Medical Association's Physician of the Year in 1993. After retiring, he and Carol moved to Costa Mesa. Dr, Geddes passed away at age 94 in 2014. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *B12, References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (Soo Continuation Sheet 3 of 3,) B13. Remarks: *B14. Evaluator: Hally Soboleske *Date of Evaluation: November 3, 2016 (This space reserved for official comments.) DPR 5236 (1195) 25B -109 "Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3_ Resource Name or # (Assigned by recorder) Dr. Geddes House *Recorded by Haily Soboleske *Date November 3, 2016 El Continuation ❑ Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange In 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Dr. Geddes House is located in Fisher Park. The homes of the Jack Fisher Park neighborhood were built following the overwhelming success architects had in the early 1950's, when building homes using "California Ranch" architectural design and features. Homes located in our prestigious neighborhood range from 1,500 -6,000 sgft, with lot sizes from 6,500- 25,000 sqft. Properties within this neighborhood boast some of the largest residential land use in any of the incorproated cities within Orange County and Southern California. Giving true meaning to the phrase, "Sprawling California Ranch" style homes.Jack Fisher Park was named after a local highly decorated World War I hero. The Dr. Geddes House qualifies for listing in the Santa Ana Register of Historical Properties as "Contributive ". Additionally, the house has been categorized as "Contributive" because It "contributes to the overall character and history" of Santa Ana, and, as an Intact example of the Ranch House style in the Fisher Park neighborhood, "is a good example of period architecture." Character - defining exterior features of the Dr. Geddes House that should be preserved include, but may not be limited to, materials and finishes (board- and -batten siding); roof configuration and detailing; original windows and doors where extant; and architectural details such as the decorative shutters and Palos Verdes stone detailing. B12. References (continued): Armor, Samuel. History of Orange County. Los Angeles: History Record Company, 1921. Cultural Heritage Commission, City of Santa Ana. "Historical Landmarks, Inventory Farm, Bowers Museum, " September 12, 1979. Available at the Santa Ana Public Library History Room. Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana An Illustrated History, Encinitas, Heritage Publishing, 1994, McAlester, Virginia and Leo. A field Guide to American Houses. New York., Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form, "Washington DC: National Register Branch, National Park Service, US Dept. of the interior, 1991. Office of Historic, Preservation. "Instructions for Recording Historical Resources. " Sacramento: March 1995. Santa Ana and Orange County Directories, 1932 -1954. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. "Alison Honer Dies at 84,' The Santa Ana Journal September 21, 1981. "Builder of Honer Plaza Dios," Orange County Regis er, September 15, 1981. "History of Floral Park." hrfp: / /wwwfloral- oark.com /pQgje2.htmj, "Dr. Geddes Rites Friday,' Santa Ana Re ulster April 4, 1974. DPR 523L 25B -110 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 0103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -19 TO PLACE THE PROPERTY LOCATED AT 1210 WEST RIVER LANE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016.18 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A, On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -19 and categorization (Historic Resources Commission Categorization No. 2016 -18 of the Dr. Geddes Residence located at 1210 West River Lane Santa Ana. B. The Dr. Geddes Residence as distinctive architectural features of the Ranch style, and was built in 1959 by Hugh Neighbour, Junior. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an Intact example of the Ranch House style in the Fisher Park neighborhood, "is a good example of period architecture." Character - defining features of the Dr. Geddes Residence that should be preserved include, but may not be limited to, materials and finishes(board- and- batten siding); roof configuration and detailing, original windows and doors where extant; and architectural details such as the decorative shutters and Palos Verdes stone detailing; D. The legal owner of the subject property is the Moir Family Trust. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No. 2010 -xx Page 1 of 4 25B -111 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -136 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -19 to place the Dr. & Mrs. Geddes Residence located at 1210 West River Lane Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -18 placing the Dr. & Mrs. Geddes Residence located at 1210 West River Lane, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties, Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -112 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission members ABSTAIN: Commission m NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November i, 2016. Date: Acting Recording Secretary City of Santa Ana 25B -113 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 001- 136 -22 1210 W. River Lane Moir Family Trust N TR 1705 BLK LOT 7 W% Izal Resolution No. 2016 -xx Page 4 of 4 25B -114 REQUEST * r �'r _ • i1ldt. 11L: .�Y 1(.,r1 'ls. ,1" NOVEMBER 7, 2016 N,� TITLE; PUBLIC HEARING _ HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016-21, HISTORIC REGISTER CATEGORIZATION NO. 2016-20, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016 -19 FOR PROPERTY LOCATED AT 2402 NORTH NORTH PARK BOULEVARD (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Ivan Orozco x6cuti irector • APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO Planning Man ger 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -21 and Historic Register Categorization No. 2016 -20. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Karen O'Callaghan and John Godden, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Karen O'Callaghan and Frank Godden are requesting approval to designate an existing residence located at 2402 North North Park Boulevard to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property consists of a 2,340 - square -foot, single -story Ranch style residence and detached garage on a 9,425 - square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical 14A :11311 i-1-1%7 25B -115 HRCA No. 2016 -21, HRC No. 2016 -20 HPPA No. 2016 -19 November 7, 2016 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection regUires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code, No known code violations exist on record for this property. The property, recognized as the Wener House, has distinctive architectural features of the Ranch style, and was built in 1950 by J. H. Russell. Character defining features of the Wener House that should be preserved include, but may not be limited to, materials and finishes, window design, materials and finishes; roof configuration and detailing (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties due to its characteristics of the Ranch style of architecture, Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history' of Santa Ana, and "is a good example of period architecture" Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -116 HRCA No. 2016 -21, HRC No. 2016 -20 HPPA No. 2016 -19 November 7, 2016 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER# 2016 -145 will be filed for this project. Strategic Plan Allanment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Ivan vrozCo Assistant Planner II IO:jm hsffslorlc InfoV 16716 HRC1hma16- 21hrc16- 20hppa16.10 WenerHouse.hro Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -117 500' RADIUS 2402 NORTH NORTH PARK BOULEVARD WENER HOUSE PLANNING AND BUILDING AGENCY 25glBj 18 EXECUTIVE SUMMARY WENER HOUSE 2402 N. Park Boulevard Santa Ana, CA 92706 NAME Wener House REF. NO. ADDRESS 2402 N. Park Boulevard CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1950 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT NIA NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 5 CALIFORNIA REGISTER STATUS CODE 5S3 Location; ❑ Not for Publication ® Unrestricted ❑ Prehistoric Z Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in the Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's design of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor- outdoor integration. While the style includes several variants, a basic set of character - defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extending by wings of varying root heights. Generally L- shaped or U- shaped In plan, the Ranch House typically has a one -story profile with strong horizontal emphasis expressed through a low pitch or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and batten siding, high brick foundations, art stone, and wood shake roofs. Indoor - outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can Include wood frames, decorative shutters, and diamond - pattern muntins. Ornamentation Includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. The Colonial Revival Variant of the Ranch House incorporates classic - revival details such as an elaborated entrance, with the main entry flanked by columns and /or pilasters and sidelights, six -over -six double hung wood sash windows, and more symmetrical composition that the other stylistic variations of the Ranch House. SUMMARYICONCLUSION: The Wener House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the English Revival style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an example of the Ranch House style "is a good example of period architecture" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 5: Ineligible for the National Register, but still of local significance. . It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. 5S3: Appears to be individually eligible for local listing or designation through survey evaluation EXHIBIT 2 25B -119 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomi NRHP Status Other Listings Review Code or number (assigned by recorder) P1. Other Identifier: *132. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USOS 7.5' Quad TCA1725 Date: *c. Address 2402 N. North Park Boulevard City Santa Ana Zip 92706 *a. Other Locations] Data: Assessor's Parcel Number 002 - 121 -09 *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Wener House is designed in the Ranch Style of architecture. The structure is sheathed in stucco and has an asphalt shingle roofing material. Overall, the home is fairly symmetrical, and though it does not follow the traditional L. shape or U- shape design typical to the Ranch style of architecture, it does have a rectangular massing that extends through the entire property. Articulation exists on all four elevations with walls shifting in depth on a vertical movement. The roof design is a traditional low pitch hip roof style which is common to the ranch style homes, with wide overhanging eaves. A small covered entry sits under the main roof pitch at the north elevation. The windows throughout the home including the two at the front elevation are large picture windows with fixed panes at the top and center and casement windows on either ends. A nondescript, detached garage sits to the rear of the lot, accessed from Benton Way. The driveway Is constructed of large natural stone which compliments the two additional walkways leading to the House. Landscaping throughout the house is comprised of mature trees and drought tolerant plants embedded in planters constructed of stone similar to that of the driveway and walkways, which accents all the materials used throughout the house. *133b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4. Resources Present: ■Building ❑Structure ❑Object 0SU1e ❑District ❑Element of District 00ther P6b. Photo: (view and date) South facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1950 /City of Santa Ana Building Permits *P7. Owner and Address. Karen OCallghan and Frank Godden 2402 N. North Park Boulevard Santa Ana, CA 92706 *P6. Recorded by: Ivan Orozco 20 Civic Center Plazas Santa Ana, CA 92702 *P9. Date Recorded: November 7, 2016 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none ") *Attachments: ONone ❑Location Map ❑Sketch Map ■Continuation Sheet NBuilding, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rack Art Record ❑Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) 25B -120 *Required information State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI #_ BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *CHR Status Code 5S1 Resource NOMe or ix: vvener mouse B1. Historic Name: Wener House B2. Common Name: Same B3. Original Use: Single- family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Ranch House *66. Construction History: (Construction date, alterations, and date of alterations): Constructed 1950 May, 1950. Residence and garage. $10,000. February, 1952, Addition to residence, family room. August, 1987. Tenant Improvements, doors, int, partitions, outdr decks. October, 1997, Reroof. September, 2013. Residential Furnace and Condenser. *B7. Moved? ■No ElYes ❑Unknown Date: Original Location: *88. Related Features: None, B9a. Architect: Unknown b. Builder: J. H. Russell *810. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1895.1965 Property Type: Single - family Residence Applicable Criteria: CR: 5S3 (Discuss Importance in terms of historical or architectural context as deflned by theme, period, and geographic scope. Also address Integrity) The first residents of this residence were Samuel Wener and his wife, Lillian Wener. Mr. Wener was born in Russia in 1894. In 1923, Mr. Wener migrated to Montreal with his wife, their two children and several members of their extended family. It wasn't until the mid 40's that the Warier family arrived in the City of Santa Ana. Having knowledge and experience in the tailoring trade, Samuel opened a small clothing business in the City of Westminster. Mr. Warier had purchased properties upon his arrival, where he finally made the investment to construct his home on Park Boulevard. In the years to follow, Mr. Wener along with his brother Jack, were Instrumental In founding the Temple Beth Sholom. The temple would become the first Jewish house of worship in Orange County. Originally located on 8` Street and Bush Street, the temple would later relocate to the address at 2825 North Tustin Avenue, where It still holds regular services, Mr. Wener was appointed vice president of the temple and later became the treasurer. Samuel held many honors through the years and was also nicknamed, "Mr. Beth Shalom" In 1971. In 1985, at the age of 75, Mr. Wener passed. He 1s buried in Costa Mesa. (See Continuation Sheet 3 of 4.) 611. Additional Resource Attributes: (List attributes and codes) *612. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann, Santa Ana An Illustrated History. Encinitas, Heritage Publishing, 1994. (See Continuation Sheet 3 of 4.) B13. Remarks: *B14. Evaluator: Ivan Orozco (This space reserved for official comments.) *Date of Evaluation: November 7, 2016 Sketch Map 002 - 121 -09 2402 N. North Park Boulevard fIhHYH P/AK � 1 I .,p J A _ MA yyI 19} 11 12 h 5, 15iISv ipRf1 N q } I a rm. e¢rr lid 11 i it sonNli e �— o Na. rei RPR 5238 (1195) 25B-1 21 'Required Information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION FIRI # CONTINUATION SHEET Trinomial Page _3 of _3 Resource Name or # (Assigned by recorder) Wener House *Recorded by Ivan Orozco *Date November 7, 2016 OO Continuation ❑ Update *810. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered on the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in '1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated In the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Warier House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897- 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built In the 1920s. the Floral Park homes were the most lavish and expensive in the area, They sold for about $45,000 each" (Orange County Re Ister, September 15, 1981). Revival architecture In a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single - family houses were built. Continuing in the Floral Park tradition, they were mostly revival In style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Wener House qualifies for listing on the Santa Ana Register of Historical Properties due to its characteristics of the Ranch style of architecture. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and "is a good example of period arrhitecture." Character-defining exterior features of the Warier House that should be preserved include, but may not be limited to, window design, materials and finishes; roof configuration and detailing. 812. References (continued): McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "Flow to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources," Sacramento: March 1995. Santa Ana and Orange County Directories, 1932 -1954. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. "Alison Honer Dies at 84," The Santa Ana Journal, September 21, 1981. "Builder of Honer Plaza Dies," Orange County Register, September 15, 1981. "History of Floral Park." Idte:// www.floral- oark.com /gage2.html. Ancestry.com Newspapers.com (Santa Ana Register) OPR 523L 25B -122 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -21 TO PLACE THE PROPERTY LOCATED AT 2402 NORTH NORTH PARK BOULEVARD SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO, 2016.20 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds; determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -21 and categorization (Historic Resources Commission Categorization No. 2016 -20 of the Warren House located at 2402 North North Park Boulevard Santa Ana. B. The Warren House as distinctive architectural features of the Ranch style, and was built in 1951 by J. H. Russell, C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is due to its characteristics of the Ranch style of architecture. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and "is a good example of period architecture." Character - defining features of the Warren House that should be preserved include, but may not be limited to, materials and finishes, window design, materials and finishes; roof configuration and detailing. D. The legal owners of the subject property are Karen O'Callaghan E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. R The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code, Resolution No. 2016 -xx Page 1 of 4 25B -123 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER# 2016 -145 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -21 to place the Warren House located at 2402 North North Park Boulevard Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -20 placing the Warren House located at 2402 North North Park Boulevard, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Aria Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -124 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission m NOES: Commission m ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. LI_EIM Acting Recording Secretary City of Santa Ana 25B -125 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 - 121 -09 2402 N. North Park Karen N TR 761 BLK LOT 4 Boulevard O'Callaghan and Frank Godden Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -126 REQUEST FOR �.1 NOVEMBER 7, 2016 TITLE. C PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO, 2016 -22, HISTORIC REGISTER CATEGORIZATION NO. 2016-21, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016 -20 FOR PROPERTY LOCATED AT 1123 NORTH OLIVE STREET {STRATEGIC PLAN NOS. 5, 2; Prepared by Hal _Soboleske___._ r ecu e Director 5,3} APPROVED 0 As Recommended Cl As Amended 0 Set Public Hearing For CONTINUED TO Planni g Manager 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -22 and Historic Register Categorization No. 2016 -21. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Robyn MacNair, subject to non- substantive changes approved by the City Manager and City Attorney. Request of Applicant Robyn MaCNalr is requesting approval to designate an existing residence located at 1123 North Olive Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property consists of a 1,247- square -foot, single -story Craftsman style residence and detached garage on a 5,860- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana EXHIBIT B10 25B -127 HRCA No. 2016 -22, HRC No. 2016 -21 HPPA No. 2016 -20 November 7, 2016 Page 2 Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Urbine House, has distinctive architectural features of the Craftsman style and was built in 1923. Character defining features of the Urbine House that should be preserved include, but may not be limited to, materials and finishes (wood siding and trim); original windows and doors, porch configuration and materials, massing, and fenestration patterns (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 because it possesses the characteristics of the Craftsman Bungalow style. Additionally, the house has been categorized as "Contributive' because It "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: Long term preservation of the property and visual improvement to the neighborhood Allows for a mechanism to provide for property rehabilitation Provides additional incentive for potential buyers to purchase historic structures Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -128 HRCA No. 2016 -22, HRC No. 2016 -21 HPPA No. 2016 -20 November 7, 2016 Page 3 Public Notification The subject site is located within the Washington Square Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Washington Square Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -135 will be filed for this project. Stratealc Plan Alicinment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustalnability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Hal y So leske Senior P nner HS jm hslHislorlo Info\1 10716 HRClhres I6- 22hrc16.21 hppa16 -20 UrbineHouse.hrc Attachments: Exhibit 1 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -129 NORTH OLIVE 'G l �R PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -130 EXECUTIVE SUMMARY URBINE HOUSE 1123 North Olive Street Santa Ana, CA 92703 NAME Urbine House REF. NO, ADDRESS 1123 North Olive Street CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1923 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD Washington Square CALIFORNIA REGISTER CRITERIA FOR EVALUATION 5 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Craftsman Bungalow Closely related to the English Arts and Crafts Movement, American Bungalow /Craftsman architecture was popularized by The Craftsman magazine and architects such as Charles and Henry Greene of Pasadena. It drew from the wood building traditions of Japan and Switzerland as well as the medieval themes favored by the Arts and Crafts philosophers. Craftsman architecture stressed honesty of form, materials, and workmanship, eschewing applied decoration in favor of the straightforward expression of structure. A new appreciation of nature was evident in horizontal lines that reached out to embrace the landscape and the incorporation of capacious porches Into building plans. Primarily a residential style, Craftsman architecture can be identified by low pitched gable and hipped roofs with exposed rafters and beams In deep overhangs; wood lap or shingle siding and an occasional use of stucco; extensive use of stone or brick as a secondary material; horizontal emphasis apparent in roof lines, headers, and battered porch supports; and broadly proportioned wood framed windows, often clustered In bands. Craftsman homes were built from circa 1902 until the early 1920s (McAlester, 453 -463). SUMMARY /CONCLUSION: The Urbine House is substantially intact and Is designed in the Craftsman Bungalow style of architecture, and has been categorized as "contributive" because it "is a good example of period architecture" in the Washington Square neighborhood. EXPLANATION OF CODES: California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Registerof Historical Resources," September 4, 2001.) 5: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. California Register Status Code: (From California Office of Historic Preservation, December 6, 2003) 5S1: Individual property that is listed or designated locally. EXHIBIT 2 25B -131 oxate or "nrorma— i ne Resources Agency rnmary if ._ DEPARTMENT OF PARKS AND RECREATION HRI #__.. PRIMARY RECORD Trinomial NRHP Status Code_,__..___._ Other Listings -__,._ Review Code Reviewer Date Paae 1 of 4 Resource name(s) or number (assimed by recorder) Urbine House P1. Other Identifier: *P2. Location: 0Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA1725 Date: *c. Address 11231V. Olive Street City Santa Ana Zip 92703 *e. Other Loeational Data: Assessor's Parcel Number 405- 264 -02 *P3a, Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Urbine House Is designed in the Craftsman style, is roofed with asphalt shingles and clad in narrow clapboard siding on a raised foundation. The house is basically rectangular in plan with a front facing wood pergola with two colored brick at the bottom of the porch supports. A ports cochere is attached to the house on the right with the same column wraps, and a secondary porch entrance sits under this carport. The front entry has a dark front door with three elongated windows tiered downward. The secondary entry is a white door with a glass panel and narrow wood muntins bordering the panel. Windows are in this same style with narrow wood muntins, and have wide wood window surrounds. A series of four small rectangular windows pierces the front facing gable end. Side elevations have exposed rafter tails, and the gable ends are decorated with simple bargeboards and roof beams. The house is in excellent condition. *P3b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: aguilding OStructure OObject OSfe ODistrict OElement of District OOther P5a. Photo t� *P11. Report Citation: (Cite survey report and other sources, or enter "none") None. P5b. Photo: (view and date) West facing elevation November 2016 *P6. Date Constructed/Age and Sources: ■historic 1923 /City of Santa Ana Building Permits & City Directories *P7. Owner and Address: Robyn MacNalr 1123 N. Olive St. Santa Ana, CA 92703 *P8. Recorded by: H. Soboleske 20 Civic Center Plaza Santa Ana, CA 92702 *Pg. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *Attachments: ONone ❑Location Map ❑Sketch Map sContinuation Sheet aBuilding, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record OArtifact Record OPhotograph Record O Other (list) DPR 523A (1195) 25B -132 *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page y2 of 4 *CHR Status Code 5S1 "Resource Name or 8: Urbino House 81, Historic Name: Urbino House B2. Common Namw Same 83. Original Use: Single- family Residence *B5. Architectural Style: Craftsman B4. Present Use: Single - family Residence *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed 1923 July 1923. Residence and garage. $4,000. August 18, 1938. Reroof. Feburaryg,1948. Addition to garage. October 10, 1941. Bathroom with sitting area and 3 skylights. $18, 400. *137. Moved? Ill CIVos IpUnknown Date: Original Location *B8. Related Features: None, B9a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1895 -1965 Property Type: Single- family Residence Applicable Criteria: NR: Q CA., 3 (Discuss Importance In terms of historical or architectural context as deflned by theme, period, and geographic sUrtalne. Also address integrity) The Urbino House is a good example of Craftsman bungalow architecture. The house was built In 1924 for Edward R. and Nellie Urbino. Edward was bom in 1884, and was the owner of the Urbino Meat Market In the Grand Central Market. It was a very popular market known for its high quality metal products. He was a member of the Modern Woodman, a fraternal organization, as well as the National Rifle Association. He and Nellie had two children: Merle, who entered the seminary, and Florence, who went on to be the head of surgery at Salon Information In Austin, Texas. Mr. Urbino retired early in 1938 when he was 55 years old, selling the market to Ben Baker. He then purchased land in Huntington Beach as an investment. He passed away in 1966 at 83 years old. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *B14. Evaluator: Holly Soboleske *Date of Evaluation: November 3, 2016 (This space reserved for official comments.) DPR 523E (1195) 25B -133 Sketch Map 1123 N. Olive II Ac m 405.284 -02 q 9V ,o A to n a a smer O = c 1J00 ^I D Olt r , ©.I &K, z O 6 LAtW, OF A. MQQ(L5V O &If (DA i I E *„Inx 0 ii e tt A 704 I W9. 1KEV 1'e.v. rz.. m i O I srasr a *Required Information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION NRI # CONTINUATION SHEET Trinomial by 'B10, Significance (continued): or 9 (Assigned by recorder) Urbino House *Date November 3, 2016 ® Continuation 11 Update Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Aria. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Urbino House qualifies for listing In the Santa Ana Register of Historical Properties under Criterion 3 because it possesses the characteristics of the Craftsman Bungalow style. Additionally, the house has been categorized as "Contributive" because It "Is a good example of period architecture ". Character - defining exterior features of the Urbine House that should be preserved include, but may not be limited to, materials and finishes (wood siding and trim); original windows and doors, porch configuration and materials, massing, and fenestration patterns. DPR 523L 25B -134 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial by H. Soboleske 812. References (continued): `Date November 3, 2016 CSI Continuation ❑ Update Harris, Cyril M. American Architecture.: An lI ustratgd Eric clooedia. New York, WW Norton, 1998, Marsh, Diann, Santa Ana An Illustrated Historv, Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. Mow to Complete the National Register Registration Form. " Washington DC: National Register Branch, National Pan< Service, US Dept of the interior, 1991. Office of Historic Preservation. 'Instructions for Recording Historical Resources "Sacramento: March 1995. Pleasants, Mrs. J. E. History of Orange County. California volume 2. Los Angeles: J. R. Finne/l & Sons, 1931, pp. 364.365. Whiffen, Marcus, American Architecture Since 1780, Cambridge: MIT Press, 1969. Anson Honer Dies at 84," The Santa Ana Journal September 21, 1981. 'Builder of Honer Plaza Dies, "Orange County Register September 15, 1981. "History of Floral Park, http.//www.floral -Dark agm /pa �eZ.html. Santa Ana and Orange County Directories, 1937 -1978. Ancestry.cdm Newspapers.com (Santa Ana Register) DPR 523L 25B -135 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -22 TO PLACE THE PROPERTY LOCATED AT 1123 NORTH OLIVE STREET SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -21 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November %, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -22 and categorization (Historic Resources Commission Categorization No. 2016 -21 of the Urbine House located at 1123 North Olive Street Santa Ana. B. The Urbine House as distinctive architectural features of the Craftsman style, and was built in 1924. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is under Criterion 3 because it possesses the characteristics of the Craftsman Bungalow style. Additionally, the house has been categorized as "Contributive' because it "is a good example of period architecture ". Character - defining features of the Urbine House that should be preserved include, but may not be limited to, materials and finishes (wood siding and trim); original windows and doors, porch configuration and materials, massing, and fenestration patterns D. The legal owner of the subject property is Robyn MacNair, E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No, 2016 -xx Page 1 of 4 25B -136 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -135 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -22 to place the Urbine House located at 1123 North Olive Street Santa Ana, 92703 on the historical register, and B. Historic Register Categorization No. 2016 -21 placing the Urbine House located at 1123 North Olive Street, Santa Ana, 92703 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -137 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission mem NOES: Commission mem ABSTAIN: Commission NOT PRESENT: Commission mem CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana Resolution No, 2016 -xx Page 3 of 4 25B -138 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 405 - 284 -02 1123 N. Olive Street Robyn N1acNair N TR 354 BLK LOT 16 Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -139 25B -140 REQUEST R NOVEMBER 7, 2016 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016-241 HISTORIC REGISTER CATEGORIZATION NO. 2016 -23, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016 -23 FOR PROPERTY LOCATED AT 2318 BONNIE BRAE (STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Ivan Orozco y-er 61rertor APPROVED • As Recommended • As Amended • Set Public; Hearing For CONTINUED TO Planning M nager 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -24 and Historic Register Categorization No. 2016 -23. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Giovanna M. Piazza, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Giovanna M. Piazza is requesting approval to designate an existing residence located at 2318 Bonnie Brae to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Project Location and Site Description The subject property consists of a 1,423- square -foot, single -story English Tudor style residence and detached garage on a 5,559-square-foot residential lot (Exhibit 1). Anaysis of the Issues Historical Listinq In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B11 25B -141 HRCA No. 2016 -24, HRC No. 2016 -23 HPPA No. 2016 -23 November 7, 2016 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Yeagle House, has distinctive architectural features of the English Revival style, and was built in 1925 by an unknown builder. Character defining features of the Yeagle House that should be preserved include, but may not be limited to, materials and finishes (stucco finish); roof configuration and detailing; original windows and doors where extant; attached chimney (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties. Typical features of this English Revival style illustrated by the house include its massing and asymmetrical composition; high - pitched roof with shallow eave overhangs; smooth stucco finish; wood - framed casement and double -hung sash windows; and attached chimney. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the English Revival style in the Floral Park neighborhood and, "is a good example of period architecture." Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property 25B -142 HRCA No. 2016 -24, HRC No. 2016 -23 HPPA No, 2016 -23 November 7, 2016 Page 3 Upon consideration of the application, It is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER -2016 -147 will be filed for this project, Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Engagement & Sustainability, Objective No. 2 (expand opportunities for environmental sustainability) and Objective No. 3 (facilitate diverse housing support efforts to preserve and improve the livability of Santa Ana neighborhoods) Assistant Planner II IO:jm hslHistoric InW110716 HRC\hrca16- 24hrc16- 23hppa16 -28 YeagleFlouse.hro Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -143 Health, Livability, conservation and opportunities and NORTH B''' YEAGLE HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -144 EXECUTIVE SUMMARY YEAGL.E HOUSE 2318 North Bonnie Brae Santa Ana, CA 92706 NAME Yeagle House REF. NO. ADDRESS 2318 North Bonnie Brae CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1 3 CALIFORNIA REGISTER STATUS CODE I 5S1 Location: ❑ Not for Publication E Unrestricted ❑ Prehistoric E Historic ❑ Both ARCHITECTURAL STYLE: English Revival A simplification of the English Revival Architecture, which reached its height of popularity during the 1920s and 1930s, the English Revival drew upon the English country house for Its Inspiration. English Revival homes usually feature stucco walls and gable roofs of steep but not exaggerated pitch. A characteristic roof treatment incorporates uneven rakes, with one side of a gable extending a greater distance than the other, sometimes changing the angle of slope In the process. Arches may be used for doorway designs and window treatments. Windows are usually clustered in groups on the fagade and are often multi -paned casement in type with a grid pattern. Almost exclusively a residential style, English Revival buildings are nearly always asymmetrical In composition with several projecting wings at the front facades. SUMMARY/CONCLUSION: The Yeagle House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the English Revival style, Additionally, the house has been categorized as "Contributive" because It "contributes to the overall character and history" of Santa Ana, and, as an example of the English Revival style "is a good example of period architecture" (Municipal Code, Section 30 -2.2). EXPLANATION OF CODES: • California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources,' September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of master, or possesses high artistic values. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003,) 5S1: Individual property that is listed or designated locally, EXHIBIT 2 25B -145 State of California —The Resources Agency Prir DEPARTMENT OF PARKS AND RECREATION HRI PRIMARY RECORD Trir NRHP Status Code__.__ Other Review Code Reviewer,_.. or P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2318 North Bonnie Brae City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002 - 123 -09 We. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Asymmetrical In design, this one -story stucco -clad residence features the typical characteristics of the English Revival style. The house is capped with a high- pitched, side - gabled roof with clipped ends, framed by three unevenly sized projecting wings. On the fagede's north half, the larger of the two wings displays a front gable defined by thin rake board. A rectangular attic vent with horizontal louvers marks the gable apex of each of the wings. Centered beneath the gable apex is a tripartite window with six -fight casement panes, slightly recessed within plain wood surrounds. Capped with a gable roof, the smallest of the three projecting wings consists of a small arched entryway with a heavy door and a peekaboo window feature. Located at the right of the residence, two larger projecting wings placed closer together, provide similar architectural features. The entry opens onto a covered porchlet, elevated on two steps. Centered on the patio is a set of wood - framed grid pattern casement windows, Side elevations display a similar fenestration pattern, with wood - framed multi -light windows In a variety of configurations. A stucco -clad chimney interrupts the roof line on the front facade with a horizontal brick trim just under the apex of the chimney. Alterations include a 95- square foot addition to create a study, located at the rear of the residence, not visible front the right -of -way, The house is otherwise intact and enhanced by mature rose bushes, vines attached to the perimeter wells and landscaping. *P3b. Resource Attributes: (list attributes and codes) HP2. Single - family Property *P4. Resources Present: ■Building OStructure OObject ❑Site ❑District ❑Element of District LlOther Pilo. Photo: (view and date) West facing elevation October 2016 *P6. Date Constructed /Age and Sources: rhistoric 19251CIty of Santa Ana Building Permits *137. Owner and Address: Glovanna M. Piazza 2318 N. Bonnie Brae Santa Ana, CA 92706 *P3. Recorded by: I. Orozco 20 Civic Center Plaza Santa Ana, CA 92702 *Pg. Date Recorded: October 6, 2016 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none ") None, *Attachments:ONone ❑Location Map OSketch Map ■Continuation Sheet rguilding, Structure, and Object Record ❑Archaeological Record ODistric( Record ❑Linear Feature Record ❑Milling Station Record ORock Art Record OArtifact Record ❑Photograph Record O Other (list) DPR 523A(1195) 25B-146 *Required information State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *CHR Status Code 5S1 ' Kesource Name or w reagte House B1. Historic Name: Yeagle House 62. Common Name: Same B3. Original Use: Single - family Residence B4. Present Use: Single - family Residence *B5. Architectural Style: English Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1925 July 1925. Residence and garage, $6,500, April 2010. Interior remodel of existing kitchen. February 2013. Addition,, 95- square foot addition to create a study at the rear of the residence. May 2013. Re -roof residence and garage. July 2013. Electrical permit to replace a service meter. *137. Moved? ■No OYes ❑Unknown Date: Original Location:® *B0, Related Features: None. Bile. Architect: Unknown b. Builder: Harold Faccou *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single - family Residence Applicable Criteria: NR: C; CR: 3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Yeagle House Is architecturally notable as an Intact and representative example of the English Revival style. The house and garage, valued at $6,500 on the building permit, were constructed in 1926 for Rowland P. Yeagle; physician and surgeon, and his wife Esther. Mr. Yeagle had multiple locations for medical practice in different downtown buildings and having belonged to the Santa Ana Roaring Lions Club. Mrs. Yeagte was known to host lavish luncheons and parties at the residence. Esther C: Yeagle transferred the property to Mr. Daniel J. O'Neil and Leah L. O'Neil, owner of O'Neil's Hasty Moving and Storage business In 1949 (Mr, 0We/t passed away In circa 1969, Mrs. O'Neil remained In the residence until circa 1986), Throughout the 1980s, the home was the address for John C. Campbell; and his wife Barbara L. Campbell, before being transferred to David B. Longbine, and his wife Nancy R Longbine (1987 - 1991). In circa 1991, the property was purchased by Mr. Blake Anderson, Chairman of the SCMA, Southern California Motorcycling Association, before marrying Ms. Glovanna Piazze and placing her as a joint tenant (1998) on the Grant Deed. In 2014, Mr. Blake Anderson passed leaving Giovanna Piazza as sole owner, (See Continuation Sheet 3 of 3.) Bit. Additional Resource Attributes: (List attributes and codes) _ *812. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) 613. Remarks: *B14. Evaluator: Ivan Orozco *Date of Evaluation: October 6, 2016 DPR 5238 (1195) (This space reserved for official comments.) 25B -147 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of —3 Resource Name or # Yeagle House "Recorded by Ivan Orozco *Date October 6, 2016 © Continuation ❑ Update *B10. Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The civic and commercial core of the community was centered around the intersection of Main and Fourth Streets. Stimulated by the arrive[ of the Santa Fe Railroad and incorporation as a city In 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Yeagle House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builderAilison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York In 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mc Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana "(Orango County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 19208, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange Countv Re ice. September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 19208 and 1930s; Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco-styled Old Santa Ana City Hall, the El Toro Marine Base during World Wei, IG and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881- 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue, The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War It years, Floral Park continued its development as numerous smaller, single - family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2016), Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many effluent and prominent citizens. The Yeagle House qualifies for listing in the Santa Ana Register of Historical Properties. Typical features of this style illustrated by the house Include its massing and asymmetrical composition; high - pitched roof with shallow save overhangs; smooth stucco finish; wood- framed casement and double -hung sash windows; and attached chimney. Additionally, the house has been categorized as "Contributive "because It contributes to the overall character and history' of Santa Ana, and, as an intact example of the English Revival style in the Floral Park neighborhood and, "is a good example of p0dod architecture." Character - defining exterior features of the Yeagle House that should be preserved include, but may not be limited to, materials and finishes (stucco finish); roof configuration and detailing; original windows and doors where extant; attached chimney. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. Now York, WW Norton, 1998. Marsh, Diann. Santa Ana An illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfrod A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC., National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office, of Historic Preservation. 'Instructions for Recording Historical Resources. "Sacraments: March 1995. Whitten, Marcus, American Architecture Since 1780. Cambridge: MIT Press, 1969. Orange County Plat Maps, 1912, Historic Maps, Santa Ana History Room, 1923, 1932, 1955. Santa Ana and Orange County Directories, 1926 -1961. DPR 523L 25B-148 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO.2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO, 2016 -24 TO PLACE THE PROPERTY LOCATED AT 2318 BONNIE BRAE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO, 2016 -23 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -24 and categorization (Historic Resources Commission Categorization No. 2016 -23 of the Yeagle House located at 2318 Bonnie Brae Santa Ana. B. The Yeagle House as distinctive architectural features of the English Tudor style, and was built in 1925. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is Typical features of this English Revival style illustrated by the house include Its massing and asymmetrical composition; high - pitched roof with shallow eave overhangs; smooth stucco finish; wood - framed casement and double -hung sash windows; and attached chimney. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the English Revival style in the Floral Park neighborhood and, "is a good example of period architecture." Character - defining features of the Yeagle House that should be preserved include, but may not be limited to, materials and finishes (stucco finish); roof configuration and detailing; original windows and doors where extant; attached chimney D. The legal owner of the subject property is Glovanna M. Piazza, E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. Resolution No. 2016 -xx Page 1 of 4 25B -149 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No, ER- 2016 -147 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -24 to place the Yeagle House located at 2318 Bonnie Brae Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -23 placing the Yeagle House located at 2318 Bonnie Brae, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description' and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to Include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -150 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission m NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana 25B -151 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 tL 3yZUa I [a] k, APN Address Owner Names Legal Description 002 - 123 -09 2318 Bonnie Brae Giovanna M. Piazza N TR 425 BLK LOT 235 Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -152 REQUEST FOR i Historic HISTONC T ♦:. MISSION MEETM DATE: NOVEMBER 7,2016 PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO, 2016.26, HISTORIC REGISTER CATEGORIZATION NO. 2016-25, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016-27 FOR PROPERTY LOCATED AT 1825 NORTH ROSS STREET {STRATEGIC PLAN NOS. 5,2; 5,3} Prepared by Hally Sobgleske APPROVED • As Recommended • As Amended • Set Public Floating For CONTINUED TO ireau #ive Direclar Planning Ma ager •. 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -26 and Historic Register Categorization No. 2016 -25. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Brad Harkins and Beth Bunnell, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Brad Harkins and Beth Bunnell are requesting approval to designate an existing residence located at 1825 North Ross Street to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 1,440 - square -foot, single -story Spanish Colonial Revival style residence and detached garage on a 6,850- square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B12 25B -153 HRCA No. 2016 -26, HRC No. 2016 -25 HPPA No. 2016 -27 November 7, 2016 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Aria Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine If this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Ana Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Oakes House, has distinctive architectural features of the Spanish Colonial Revival style, and was built in 1927 by W. H. Dixon. Character defining features of the Oakes House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, front porch configuration, original front entry door, massing, and articulation (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because it is a "good example of period architecture." Mills Act Agreement Ordinance No, NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. 25B -154 HRCA No. 2016 -26, HRC No. 2016 -25 HPPA No. 2016 -27 November 7, 2016 Page 3 Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. in addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -137 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 5 Community Health, Livability, Engagement & Sustainability, Objective No. 2 (expand opportunities for conservation and environmental sustainability) and Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Hally Sob eske Senior PI ner HS:jm hMistarlc KO M0716 HRMhrca16- 26hm16- 25hppa16.27 OskesHouse.hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -155 PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -156 EXECUTIVE SUMMARY OAKES HOUSE 1825 North Ross Street Santa Ana, CA 92706 NAME Oakes House REF. NO. ADDRESS 1825 North Ross Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1927 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1 5 CALIFORNIA REGISTER STATUS CODE 15S Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Spanish Colonial Revival style, as its name Implies, encompasses two major subcategories. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama - California Exposition in San Diego in 1915, where lavish Interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low - pitched roofs, usually with little or no overhangs and red tile roof coverings, flat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARY /CONCLUSION: The Oakes House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its distinguishing characteristics of an architectural style or period, that exemplify a particular architectural style or design features; and as a work of a notable architect whose style influenced architectural development; (Municipal Code, Section 30 -2.a.1 and 30- 2.a.2). It is a "good example of period architecture ". EXPLANATION OF CODES: • California Reaister Criteria for Evaluation: (From California Office of Historic Preservation; Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001,) 5: It embodies the distinctive characteristics of a type, period, region, or method of construction, or - represents-the work of a master; or possesses high- artistic values. - - • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 5S: Individual property that is listed or designated locally: 25B -157 State of California —The Resources Agency Primary# _ DEPARTMENT OF PARKS AND RECREATION HRI # . _ PRIMARY RECORD Trinomial NRHP Status Code---- Other Listings _ _,�, _. ______� Review Code Reviewer __..®.___ Date Resource name(s) or number (assigned by recorder) Oakes House P1. Other Identifier: *P2. Location: ONot for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' quad TCA 1725 Date: *c. Address 1825 North Ross Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002 - 102 -11 *P3a. Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) The Oakes House is a single -story Spanish Colonial Revival styled residence. It is clad in smooth stucco and topped with "S" shaped clay the on the pitched roof areas, and flat roof covered with rolled roofing throughout the body of the structure. A stucco covered chimney faces the north. The residence Is rectangular in plan with a very small projection of the front entry porch into the front yard. This front porch is covered with small wing walls creating a narrow walkway into the porch. The porch's gable and is pierced by an attic vent. The front fagade has a tripartite window with an arched sunburst window above it. The majority of the window are wood single hung. *P3b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4. Resources Present: ■Building ❑Structure CJObject ❑Site ❑District ■Element of District 00ther P5a. *P11. Report. Citation: (Cite survey report and other sources, or enter "none ") None P5b. Photo: (view and date) West facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1927 *P7. Owner and Address: Brad Harkins and Beth Bunnell 1825 North Ross Street Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P10. Survey Type: Intensive Survey Update *Attachments: f❑None 01- ocation Map OSketch Map ■Continuation Sheet sguilding, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record OArtifact Record ❑Photograph Record 0 Other (list) DPR 523A It IDS) 25B -158 *Required information State of California —The Resources Agency Primary #__ DEPARTMENT OF PARKS AND RECREATION HRI #_ BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *NRHP Status Code 3S rcesource Name or s: uaKes house St, Historic Name: Oakes House B2. Common Name: Same 63. Original Use; Single - family Residence 84. Present Use: Single- family Residence *B5. Architectural Style: Spanish Colonial Revival *66. Construction History: (Construction date, alterations, and date of alterations): Constructed 1927 February, 1927. Residence and garage, $5,000. August, 1937. Reroof. February, 1953. Range for R.N.Scove. *67. Moved ?VNo ❑Yes Elt)nknown Date: Original Locatlom *B8. Related Features: None. B9a. Architect: Unknown b, Builder: W. H. Dixon *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single - family Residence Applicable Criteria: NR: S; CR: 5S3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Oakes House was built in 1927 by Charles and Abby Oakes. Charles spent most of his adult life as a Captain with the Merchant Marines, and Abby also grew up In a sailing family. He was raised In Portland, Maine, and lived for sometime in New York City. The Oakes'traveled throughout the United States, finally settling in Santa Ana. Mr. Oakes wrote a book about his adventures while sailing, Including shipwrecks, dramatic rescues, and typhoons. He often gave talks In the community. By the 1950's, the home was sold to Robert Norman Scove and his wife Ruth. Robert had grown up just down the street in 1612 North Ross, with his mother Irma. He married Ruth while in his mid -30's, and together, they built a life in Santa Ana. Robert was a very active member of the Smedley Chapter of Toastmasters and frequently won debates and speech contests. He worked as an Assistant Secretary for Reliance Title. He was also a member of the Young Men's Christian Association, and was a talented singer. After his death In 1992, the house was sold a few more times before the current owners (Brad Harkins and Beth Bunnell) owned it. The $cove's are buried in Fairhaven Memorial in Santa Ana. (See Continuation Sheet 3 of 4.) 811 Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *B14. Evaluator: Holly Soboleske *Date of Evaluation: November 3, 2016 DPR $236 (1198) Oakes House 002 - 102 -11 PLACE 4 :I 1 HO2 �N 1 ,sirr� ♦ ♦Rti ld- s A R 11 12 15 ilA. 116 I "0i IY 0I ,_ :ro i B/REEP % r 1 25B -159 State of California —The Resources Agency Primary # u DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial of 3 Resource Name: Oakes House byHallySoboleske *Date Novmber3, 2016 © Continuation 0 Update *B70, Significance (continued): Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago de Santa Ana. The elvic and commercial core of the community was centered on the Intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1889, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Oakes House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway. Groves of oranges, avocados and walnuts, and wldely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897 - 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived In Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" Oran e Coun Re inter, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1020s, the Floral Park homes were the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture In a wide variety of romantic styles was celebrated in the 1920s and 1930s; Floral Park showcased examples of the English ,rudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco- styled Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The homes were quite grand and displayed various revival styles, including Russell's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued Its development as numerous smaller, single - family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 19509, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains Its Identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Oakes House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "Contributive" because It is a "good example of period architecture ". Character defining features of the Oakes House that should be preserved include, but may not be limited to, exterior materials including stucco, clay roof tiles, original windows, front porch configuration, original front entry door, massing, and articulation. *B12. References (continued): Hants, Cyril M. American Architecture: An Illustrated En2Lglocadla, New York, WW Norton, 1998. Marsh, Diann, Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994, McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources," Sacramento: March 1995. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. Armor, Samuel. History of Oranca County, Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Land Holiday Home Tour, 1999:' Brochure. Richard, Maureen McClintock. "People Behind Places: Enderle Center," Orange County Genealogical Societv Quarterly, December 1993, pages 4-7. Santa Ana and Orange County Directories, 1905 -1930. Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Ancestry.com Newspapers.com OPR 523L 2 (This space reserved for official comments.) EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO.2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -26 TO PLACE THE PROPERTY LOCATED AT 1825 NORTH ROSS STREET SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -25 PLACING SAID PROPERTY WITHIN THE CONTRIBUTIVE CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -26 and categorization (Historic Resources Commission Categorization No. 2016 -25 of the Oakes House located at 1825 North Ross Street Santa Ana. S. The Oakes House as distinctive architectural features of the Spanish Colonial Revival style, and was built in 1927 by W. H. Dixon. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Contributive because it is under Criterion 1 for its characteristics of the Spanish Colonial Revival style of architecture. Additionally, the house has been categorized as "'Contributive" because it is a "good example of period architecture ". Character - defining features of the Oakes House that should be preserved include, but may not be limited to, materials and finishes including stucco, clay roof tiles, original windows, front porch configuration, original front entry door, massing, and articulation. D. The legal owners of the subject property are Brad Harkins and Beth Bunnell. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No. 2016 -xx Page 1 of 4 25B -161 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Contributive category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -137 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Ana after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -26 to place the Oakes House located at 1825 North Ross Street Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -25 placing the Oakes House located at 1825 North Ross Street, Santa Ana, 92706 within the Contributive category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4. For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -162 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. MM Acting Recording Secretary City of Santa Ana 25B -163 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 -102 -11 1825 N. Ross Street Brad Harkins N TR 256 BLK C LOT 1 and Beth Bunnell Exhibit A Resolution No. 2016 -xx Page 4 of 4 25B -164 REQUEST FOR Historic Resources Commission Action �. A t_... ..aIC NOVEMBER 7, 2016 , Ii", , L �l m TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -17, HISTORIC REGISTER CATEGORIZATION NO. 2016.16, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2016-28 FOR PROPERTY LOCATED AT 2435 NORTH RIVERSIDE DRIVE {STRATEGIC PLAN NOS. 5,2; 5,3) Prepared by Hally Soboleske IK'ecufiv Director APPROVED • As Recommended • As Amended • Set Public Hearing For CONTINUED TO Planning Ma eager' 1. Adopt a resolution approving Historic Resources Commission Application No. 2016 -17 and Historic Register Categorization No. 2016 -16. 2. Recommend that the City Council authorize the City Manager and Clerk of the Council to execute the attached Mills Act agreement with Blake Bailey, subject to non - substantive changes approved by the City Manager and City Attorney. Request of Applicant Blake Bailey is requesting approval to designate an existing residence located at 2435 North Riverside Drive to the Santa Ana Register of Historical Properties, as well as approval to execute a Mills Act agreement with the City of Santa Ana. Proiect Location and Site Description The subject property consists of a 4,798 - square -foot, single -story Spanish Colonial Revival style residence and detached garage on a 24,708 - square -foot residential lot (Exhibit 1). Analysis of the Issues Historical Listing In March 1999, the City Council approved Ordinance No. NS -2363 establishing the Historic Resources Commission and the Santa Ana Register of Historical Properties. The Historic Resources Commission may, by resolution and at a noticed public hearing, designate as a historical EXHIBIT B13 25B -165 HRCA No. 2016 -17, HRC No. 2016 -16 HPPA No. 2016 -28 November 7, 2016 Page 2 property any building or part thereof, object, structure, or site having importance to the history or architecture of the city in accordance with the criteria set forth in Section 30 -2 of the Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria established in Chapter 30 of the Santa Ana Municipal Code (Places of Historical and Architectural Significance) to determine if this structure is eligible for historic designation to the Santa Ana Register of Historical Properties. The first criterion for selection requires that the structures be 50 or more years old. The structure identified meets the minimum selection criteria for inclusion on the Santa Aria Register of Historical Properties pursuant to criteria contained in Section 30 -2 of the Santa Ana Municipal Code. No known code violations exist on record for this property. The property, recognized as the Stanley Bailey House, has distinctive architectural features of the Spanish Colonial Revival style, and was built. in 1929 by L. E. Winthorpe. Character defining features of the Stanley Bailey House that should be preserved include, but may not be limited to, materials and finishes including stucco, turret, clay roof tiles, arches leading to the front entry, original windows, decorative venting, original front entry door, massing, and articulation (Exhibit 2). It is recommended that the house be designated to the Santa Ana Register of Historical Properties under Criterion 1 and 2 for its distinguishing characteristics of the Spanish Colonial Revival architectural style, and as a work of a notable architect: J. C. Lansdowne. Additionally, the house has been categorized as "Landmark° because "the building appears to be eligible for the National Register" (Municipal Code, Section 30- 2.2). Mills Act Agreement Ordinance No. NS -2382 authorized the Historic Resources Commission to execute Historic Property Preservation Agreements (HPPA), commonly known as Mills Act agreements for eligible properties (Exhibit 3). To be eligible for the Mills Act, the property must be listed on the Santa Ana Register of Historical Properties. The Historic Resources Commission Application and Historic Register Categorization actions proposed for this site authorize the listing of the property on the local register. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment to maintain the property in a good state of repair as necessary to maintain its character and appearance. Once recorded, the agreement generates a different valuation method in determining the property's assessed value, resulting in tax savings for the owner. Aside from the tax savings, the benefits include: • Long term preservation of the property and visual improvement to the neighborhood • Allows for a mechanism to provide for property rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property 25B -166 HRCA No. 2016 -17, HRC No. 2016 -16 HPPA No. 2016 -28 November 7, 2016 Page 3 Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement. Public Notification The subject site is located within the Floral Park Neighborhood. The president of this neighborhood association was notified by mail 10 days prior to this public hearing. In addition, a Floral Park Neighborhood representative was contacted to ensure that they were notified of the project and to see if there were any areas of concern. No areas of concern were identified by the neighborhood association representative, nor was there a request that the applicant present the project to a meeting of their members. The project site was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -128 will be filed for this project. Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No, 5 Community Engagement & Sustainability, Objective No. 2 (expand opportunities for environmental sustainability) and Objective No. 3 (facilitate diverse housing support efforts to preserve and improve the livability of Santa Ana neighborhoods) Hall Sob eske Senior PI ner HS:jm WHlstoric info1110716 HRClhlca1647nccI 6- 16hppa16.28 StanleySalleyHouse . hrc Attachments: Exhibit 1 - 500' Radius Map Exhibit 2 - Department of Parks and Recreation Form Exhibit 3 - Mills Act Agreement 25B -167 Health, Livability, conservation and opportunities and 500' RADIUS ►� max' � PLANNING AND BUILDING AGENCY EXHIBIT 1 25B -168 EXECUTIVE SUMMARY STANLEY BAILEY HOUSE 2435 North Riverside Drive Santa Ana, CA 92706 NAME Stanley Bailey House REF. NO. ADDRESS 2435 North Riverside Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1929 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT N/A NEIGHBORHOOD I Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1 3 CALIFORNIA REGISTER STATUS CODE 3S Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric M Historic ❑ Both ARCHITECTURAL STYLE: Spanish Colonial Revival The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama - California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low- pitched roofs, usually with little or no overhangs and red the roof coverings, flat roofs surrounded by tiled parapets, and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. SUMMARYICONCLUSION; The Stanley Bailey House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its distinguishing characteristics of an architectural style or period, that exemplify a particular architectural style or design features; and Criterion 2 as a work of a notable architect whose style influenced architectural development; (Municipal Code, Section 30 -2.a.1 and 30- 2.a.2). EXPLANATION OF CODES; California Register Criteria for Evaluation: (From California Office of Historic Preservation, Technical Assistance Series # 7, "How to Nominate Resources to the California Register of Historical Resources," September 4, 2001.) 3: It embodies the distinctive characteristics of a type, period, region, or method of construction, or represents the work of a master, or possesses high artistic values. . California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 3S: Appears eligible for (National Register as an individual property EXHIBIT 2 25B -169 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI #_ PRIMARY RECORD Trinomi WHIP Status Other Listings Review Code Reviewer. or number (assigned by recorder) P1. Other Identifier: *P2. Location: ❑Not for Publication MUnrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2435 North Riverside Drive City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002 - 050 -11 *P3a. Description: (Describe resource and its major elements, Include design, materials, condition, alterations, size, setting, and boundaries.) The Stanley Bailey House is a two- storied example of the Spanish Colonial Revival style of architecture. The structure is basically "L" shaped in plan, with a turret at the intersecting bays. The residence is sheathed In laced stucco and capped with clay barrel tiles typical of the architectural style. The turret Is pierced by a tall, narrow, arched fixed window, as well as the heavy wooden arched front door. Other windows on the home are primarily casement. The front facing bay has tall narrow casement windows accentuated by a wood balconnet and has a round attic vent directly above it. The west - facing bay has e rectangular cut out decorative vent. The portion of the bay facing directly south Includes a large balcony. A stucco - covered chimney rises above the roofline at the rear of the building. The front yard is surrounded with stuccoed pilasters and wrought iron fencing. The landscape is lush and primarily tropical and Mediterranlan plants. A detached three -car garage sits to the rear of the site, and the Santa Ana River is directly behind the property. *P3b. Resource Attributes: (list attributes and codes) HP2. Single- family Property *P4. Resources Present: ■Building []Structure 00blect 0Slto DDistrict ■Element of District 00ther Pba. Photo rr, } w�' # I t f' lli* f!. ± a � x is h' "1111111! �+ •m +nr .. htr, .. ; *P11, Report Citation: (Cite survey report and other sources, or enter "none ") None P51b. Photo: (view and date) South facing elevation 2016 *P6. Date Constructed /Age and Sources: ■historic 1929 *P7. Owner and Address: Blake Bailey 2435 North Riverside Drive Santa Ana, CA 92706 *P8. Recorded by: Hally Soboleske 20 Civic Center Plaza M -20 Santa Ana, CA 92702 *P9. Date Recorded: November 3, 2016 *P16. Survey Type: Intensive Survey Update *Attachments: []None []Location Map ❑Sketch Map wContinuation Sheet .Building, Structure, and Object Record []Archaeological Record []District Record []Linear Feature Record DMiiling Station Record []Rock Art Record OArtifact Record OPhotograph Record 0 Other (list) DPR 523A (1195) 25B -170 *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 3S resource name or FF: btanley ttaney mouse 61. Historic Name: Stanley Bailey House B2. Common Name: Same B3, Original Use: Single - family Residence B4. Present Use: Single- family Residence *B5. Architectural Style: Spanish Colonial Revival *66. Construction History: (Construction date, alterations, and date of alterations): Constructed 1929 September 10, 1929. Residence and garage. $18,000.00 by J.C. Lansdowne. May 15, 1933. Rebuild chimney. April 1, 1971. Swimming pool for Stanley Bailey. April 7, 1971. Repair and alter patio roof by S.E. Bailey, *B7. Moved? ENo ©Yes OUnknown Date: Original Location: *88. Related Features: None. 139a. Architect: J.C. Lansdowne b. Builder: L. E. Winthorpe *810, Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1901 -1954 Property Type: Single - family Residence Applicable Criteria: NR: S; OR: 3 (Discuss Importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Stanley Bailey House designed by J. C. Lansdowne, a noted local architect, in the Spanish Colonial Revival style for Stanley and Gladys Bailey. Born in 1900, Mr. Stanley Bailey lived a storied life and was talented in many creative and artistic endeavors. In the 1940's, he worked for Sears and Roebuck In merchandising. By the 1950'x, Mr. Bailey was working for Walt Disney as an Art Director of Marketing for Disneyland. While working for Disney, Mr. Bailey was approached by Art Ltnkletter (well -known actor at the time), and together, they created several dance schools called "Bailey's Young World' located In various cities in Orange County including Santa Ana, Fullerton, and Anaheim. His choreographic skills were also put to use in the grand opening of the Segerstrom Center of the Arts. Mr. Bailey was also a gifted sculptor whose works in various mediums are still displayed in several galleries. Mr. Bailey lived in the home until his death in November of 1999. (See Continuation Sheet 3 of 4.) 1311. Additional Resource Attributes: (List attributes and codes) *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *1314. Evaluator: Haily Soboleske *Date of Evaluation: November 3, 2016 DPR 523B (1195) Santa Ana Public Library Stanley Batley House 002 -050 -11 ,RAG -lPAfr r0.`� 61 aao Mrt ,wcyunc unouuauJ 25B -171 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial by Hally Soboleske *B10. Significance (continued): 'Date Novmber 3, 2016 © Continuation ❑ Update Santa Ana was founded by William Spurgeon in 1869 as a speculative town site on part of the Spanish land grant known as Rancho Santiago do Santa Ana. The civic and commercial core of the community was centered on the intersection of Main and Fourth Streets. Stimulated by the arrival of the Santa Fe Railroad and incorporation as a city in 1886, and selection as the seat of the newly created County of Orange in 1689, the city grew outwards, with residential neighborhoods developing to the north, south, and east of the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Stanley Bailey House is located in Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Flower Street, Riverside Drive, and Broadway, Groves of oranges, avocados and walnuts, and widely scattered ranch houses characterized this area before 1920. Developer and builder Allison Honer (1897- 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, arrived in Santa Ana from Beaver Falls, New York in 1922 (Talbert, pages 353 -356). "Before nightfall on the day of his arrival, Mr. Honer purchased a parcel of land. And that month, he began building custom homes in Santa Ana" (Orange County Register, September 15, 1981). The parcel chosen became the Floral Park subdivision between Seventeenth Street and Santiago Creek. "When built in the 1920s, the Floral Park homes were the most lavish and expensive In the area. They sold for about $45,000 each" (Orange County Register, September 15, 1981). Revival architecture in a wide variety of romantic styles was celebrated in the 19208 and 1930s: Floral Park showcased examples of the English Tudor, French Norman, Spanish Colonial, and Colonial Revival styles. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco - styled Old Santa Ana City Hall, the El Toro Marine Base during Word War II, and the 1960 Honer Shopping Plaza. Honer lived in the neighborhood he had helped create, at 615 West Santa Clara Avenue. In the late 1920s and 1930s, another builder, Roy Roscoe Russell (1881 - 1965), continued developing the groves of Floral Park. An early Russell project was his 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue, The homes were quite grand and displayed various revival styles, Including Russell's own largo, Colonial Revival mansion at 2009 Victoria Drive. In the early post -World War II years, Floral Park continued its development as numerous smaller, single- family houses were built. Continuing in the Floral Park tradition, they were mostly revival in style. In the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park. Today (2007), Floral Park maintains its Identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Stanley Bailey House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 and 2 for Its distinguishing characteristics of the Spanish Colonial Revival architectural style, and as a work of a notable architect: J. C. Lansdowne. Additionally, the house has been categorized as "Landmark" because "the building appears to be eligible for the National Register" (Municipal Code, Section 30 -2.2). Characterdefining features of the Stanley Bailey House that should be preserved include, but may not be limited to, exterior materials including stucco, turret, clay roof tiles, arches leading to the front entry, original windows, decorative venting, original front entry door, massing, and articulation. *B12. References (continued): Harris, Cyril M, American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated History. Encinitas, Heritage Publishing, 1994. McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991. Office of Historic Preservation. "Instructions for Recording Historical Resources." Sacramento: March 1995, Whlffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969, Armor, Samuel, History of Orange County. Los Angeles: History Record Company, 1921, page 989. Park Santiago Neighborhood Association. "The Gingerbread Land Holiday Home Tour, 1999:' Brochure. Richard, Maureen McClintock. "People Behind Places: Enderle Center." Orange County, Genealogical Society Quarterly, December 1993, pages 4 -7. Santa Ana and Orange County Directories, 1905.1930. Historic Maps, Santa Ana History Room, 1912, 1923, 1932, and 1955. Ancestry.com Newspapers.com DPR 523L n (This space reserved for official comments.) EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 RESOLUTION NO. 2016 -xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2016 -17 TO PLACE THE PROPERTY LOCATED AT 2435 NORTH RIVERSIDE DRIVE SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2016 -16 PLACING SAID PROPERTY WITHIN THE LANDMARK CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 7, 2016 the Historic Resources Commission held a duly noticed public hearing for the placement on the Santa Ana Register of Historical Properties (Historic Resources Commission Application No. 2016 -17 and categorization (Historic Resources Commission Categorization No. 2016 -16 of the Stanley Bailey House located at 2435 North Riverside Drive Santa Ana. B. The Stanley Bailey House as distinctive architectural features of the Spanish Colonial Revival style, and was built in 1929 by L. E. Winthorpe, C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Landmark because it is under Criterion 1 and 2 for its distinguishing characteristics of the Spanish Colonial Revival architectural style, and as a work of a notable architect: J. C. Lansdowne. Additionally, the house has been categorized as "Landmark" because "the building appears to be eligible for the National Register" (Municipal Code, Section 30 -2.2). Character - defining features of the Stanley Bailey House that should be preserved include, but may not be limited to, materials and finishes including stucco, turret, clay roof tiles, arches leading to the front entry, original windows, decorative venting, original front entry door, massing, and articulation. D. The legal owner of the subject property is Blake Bailey. E. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. F. The subject property meets the minimal standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30 -2 of the Santa Ana Municipal Code. Resolution No. 2016 -xx Page 1 of 4 25B -173 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 G. The subject property meets the minimal standards for placement in the Landmark category pursuant to Section 30- 2.2(3) of the Santa Ana Municipal Code. Section 2. In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review under Section 15331, Class 31, as these actions are designed to preserve historic resources. Categorical Exemption No. ER- 2016 -128 will be filed for this project. Section 3. The Historic Resources Commission of the City of Santa Aria after conducting the public hearing hereby approves: A. Historic Resources Commission Application No. 2016 -17 to place the Stanley Bailey House located at 2435 North Riverside Drive Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2016 -16 placing the Stanley Bailey House located at 2435 North Riverside Drive, Santa Ana, 92706 within the Landmark category. These decisions are based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Staff report and exhibits attached thereto; the report entitled "Historical Property Description" and the public testimony, all of which are incorporated herein by this reference. Section 4, For the subject property, a report entitled "Historical Property Description" is on file in the Planning and Building Department, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for placement on the City of Santa Ana Register of Historical Properties into a category. The Historic Resources Commission Secretary is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Properties. Section 5. The Historic Resources Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 7th day of November, 2016. Alberta Christy Chairperson Resolution No. 2016 -xx Page 2 of 4 25B -174 EXEMPT FROM FEES PURSUANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission members NOES: Commission members ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on November 7, 2016. Date: Acting Recording Secretary City of Santa Ana 25B -175 Resolution No. 2016 -xx Page 3 of 4 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 LEGAL DESCRIPTION APN Address Owner Names Legal Description 002 -050 -11 2435 N. Riverside Drive Blake Bailey TR 755 LOT 4(LOT 6(LOT 1 ELY 115.88 FT WLY 231.76 FT THEREOF M1111:11F.Al Resolution No. 2016 -xx Page 4 of 4 25B -176 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: AGREEMENT WITH CDCE, INC. TO PROVIDE IN -CAR COMPUTERS FOR THE POLICE DEPARTMENT (RFP. NO.16 -122) (STRATEGIC PLAN NO. 1,2C) CITY MANAGLOR RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: :7.00 EJ As Recommended [_71 As Amended 171 Ordinance on 1 4'Reading F1 Ordinance on 2nnReading ® Implementing Resolution ll Set Public Hearing For CONTINUED TO 511111WI11I1i1414 Authorize the City Manager and Clerk of the Council to execute a five -year agreement with CDCE Inc, for the purchase, installation, and support of mobile computer equipment for the Police Department, commencing December 7, 2016, in an amount not to exceed $1,097,771.56, and an additional $75,000 contingency totaling $1,172,771.56, subject to non - substantive changes approved by the City Manager and City Attorney. DISCUSSION The Police Department relies heavily on computer equipment in the field. Mobile computers enable officers to efficiently respond to calls for service from the community; enhance officer safety and communication; and promote transparency and accountability. However, the Police Department's fleet of mobile computers is severely outdated. The current equipment was installed approximately nine years ago. It is unable to run modern operating systems and meet federal security guidelines. It is not optimized for the new computer aided dispatch software that the City plans to implement in March of next year. Further, the outdated equipment prevents officers from using modern computer tools currently available for use in public safety. This need was so significant that it was explicitly included in the City's Strategic Plan under Goal 1, Strategy 2C. To address this need, the Police Department formed a committee in 2015 comprised of field personnel and information technology staff to evaluate the various rugged mobile computer devices available in the market. The committee considered the form, capacity, and expandability of the numerous computer options. Upon completing its assessment, the committee selected the Getac V110 convertible tablet as the core device of the new system. The selected equipment is readily available through numerous distributors. Therefore, the City released a Request For Proposals (RFP 16 -122) on October 3, 2016 seeking vendors to provide specific computer equipment as well as installation services. 25C -1 Agreement with CDCE, Inc. for Mobile Computer Equipment December 6, 2016 Page 2 The City received three (3) proposals for the project. A subset of the original committee was appointed to rate the proposals. The proposals from each vendor were rated as follows: Firm/ Team Team nderstand Refere_n_ces_ Cost Totals 45 7 - -109 29 56 13 118 L 106 328 155 The evaluation committee recommends that the City enter into an agreement with CDCE for the following reasons: • Most comprehensive installation plan • Best warranty on the installation work • Strongest references • Lowest cost Although the equipment delivery and installation should be complete within three months of signing the agreement, the purchase includes a three (3) year warranty on the installation services and warranties on the equipment ranging from 3 -5 years (depending on the component). Therefore, the Police Department proposes to enter into a five -year agreement with CDCE, Inc. for the purchase and support of the mobile computer equipment. The agreement includes a base agreement amount of $1,097,771.56 and a $75,000 contingency to be used for unanticipated equipment and work at the City's sole discretion, for a total five -year agreement amount of $1,172,771.56. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #2, (Broaden communications, information sharing and community awareness of public safety activities), Strategy C (Purchase and install new in -car computers in patrol vehicles to facilitate enhanced information sharing and timely police response). FISCAL IMPACT Funds in the amount of $1,172,771.56 for the purchase, installation, and maintenance contract are available in the Equitable Sharing — Department of Justice contract services account (no. 16614450 62300) in the following fiscal years as follows: FY 2016 -17 $1,172,771.56 25C -2 Agreement with CDCE, December 6, 2016 Page 3 Carlos Rojas Chief of Police Police Department Inc. for Mobile Computer Equipment APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrezu, Executive Director Finance and Management Services Agency 25C -3 25C -4 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 6th day of December, 2016 by and between CDCE, Inc., a California Corporation, (hereinafter "Consultant "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of installation of mobile data computers ( "MDC ") and maintenance of the equipment. City issued a Request for Proposal for purchase and installation of MDCs on October 3, 2016, RFP No. 16- 122. Consultant submitted a proposal dated October 14, 2016 in response to RFP No. 16 -122. Consultant was selected as the most qualified proposal and represents that Consultant is able and willing to provide such services as outlined in its proposal 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: SCOPE OF SERVICES a. Consultant shall provide MDCs and equipment as specified in Exhibit A; b. Consultant shall install MDCs and equipment as specified in Exhibit B and c. Consultant shall warranty MDCs and equipment as specified in Exhibit C. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit D. The base cost of the Agreement will be $1,097,771.56 plus a $75,000 contingency to be used as the City's sole discretion. The total sum to be expended under this Agreement shall not exceed $1,172,771.56 during the term of this Agreement. b. Payment will be made pursuant to payment milestones as follows: 1) Order of Equipment -33% of base cost of Agreement; 2) Approval of First Crown Victoria Installation -33% of base cost of Agreement; and 3) Completion of Equipment Installations -34% of base cost of Agreement. C. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 25C -5 3. TERM This Agreement shall commence on the date first written above and terminate on February 17, 2021 or five (5) years after the parties sign off on the installation of equipment in the last vehicle whichever is later, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. S. OWNERSHIP OF MATERIALS This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ( "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. 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. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit E upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. 25C -6 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. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party 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. 25C -7 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 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. This section shall survive the term of this Agreement. 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. 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: 25C -8 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 With courtesy copies to: And Chief of Police City of Santa Ana 60 Civic Center Plaza (M -) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: Mr. Brian Solomon, Vice President COCE, Inc. 22641 Old Canal Road Yorba Linda, California 92887 Fax 714- 282 -1501 BSolomon @cdce.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25C -9 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. 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: As a condition of such payment, the Chief of Police may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 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. 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. 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. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, 25C -10 in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council 12-000 � SONIA R. CARVALHO City Attorney By: At Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager RECOMMENDED FOR APPROVAL: CONSULTANT -CDCE, INC. CARLOS ROJAS Brian Solomon Chief of Police Vice President Tax ID# 25C -11 'T&T.. Dw- PURCHASE OF MOBILE DATA COMPUTERS AND EQUIPMENT 25C -12 I. Equipment Specifications 10 computer The computer will have the following specifications: V110 generation 3, i7- 6500U processor, sunlight readable 11.6" touch- screen LCD with webcam, Windows 10 Professional 64 -bit, 16GB RAM, 256GB SSD, membrane backlit keyboard, biometric fingerprint reader, rear 8MP camera, Wi -Fi, Biuetooth, internal Gobi WAN modem for Verizon LTE, hard handle, integrated mag- stripe and barcode reader, RFID reader, dual batteries. It should be noted that the integrated mag- stripe /barcode reader is a new option for the V110. Please contact the manufacturer regarding its availability. The computers will include an extended warranty that enhances the standard 3 -year "bumper -to- bumper" warranty by extending it to 5 years. In addition, the purchase includes the optional custom branding of the V11O's by adding a factory applied color logo onto the lid of the computers. City staff will apply a software image to the computers and prepare them for use. Only the procurement and physical installation of the computers are included in this RFP. htto: / /us,aetac. com /notebooks/Vl 10 /features.html Getac Office Dock The required desktop dock is manufactured by Getac and will allow full desktop ports for network connections and peripherals. No installation services are associated with these devices. hftt)://us.aetac.com/notebooks/Vl 10/accessories.htm I !Key rugged The specific [Key keyboard is a rugged, backlit 88 -key keyboard that includes keyboard an "Emergency" key and integrated USB ports. htt�: / /www..ike l.Com! roduct/ik -t -86 -911 -t / Gamber Johnson The required vehicle dock includes port replication but NOT pass- through vehicle dock for V110 antenna connectors. The vehicle docks to be installed vertically so that the Getac V110 convertible laptop is installed in "tablet mode" wherein the integrated keyboard is folded behind the screen. Further, the City requires the most current vehicle dock available from Gamber Johnson for docking the V110 vertically. This dock may require a separate power connector to connect to the vehicle's 12 -volt DC electrical system. The computer dock will be mounted to the dashboard of the vehicle. In cases where an existing MDC is already in the vehicle, the installation will include the removal of the existing MDC. The dock will need to be attached to the existing mounting hardware already installed in these vehicles. In cases where there is no current MDC installed, the selected vendor will provide the necessary mounting hardware and perform any required vehicle interior modifications. The final installation will securely mount the dock to the dashboard in such a fashion as to effectively balance windshield visibility; usability of the new MDC; and access to vehicle controls such as climate control and AM /FM radio. The dock will be mounted in such a way as to allow for horizontal adjustment by end -users to allow either the driver or the front passenger to effectively view and use the computer. In addition, the 25C -13 installation will effectively balance the need to adjust the MDC horizontally with the need for the MDC to maintain its position. In vehicles requiring a new installation where mounting on the dashboard is not feasible (e.g. Chevy Spark), the dock will be mounted horizontally in "laptop mode ". The proposal will include mounting solutions for these types of vehicles. Gamber Johnson The required keyboard tray will allow the keyboard to be removed from the keyboard tray /mount mount and hang from the steering wheel by tabs on the corners of the tray. The selected vendor will provide any hardware necessary to attach the Key keyboard to the keyboard tray. The required mount will allow the keyboard to be rotated horizontally as well as allow adjustment of the vertical tilt angle of the keyboard. The keyboard mount and tray to be installed onto the center console of the vehicle where one exists. If the specific vehicle does not have a suitable center console, other mounting arrangements will need to be made. Once installed, the keyboard will be usable by either the driver or the front passenger while secured in its mount. The position of the keyboard must be able to be easily changed by users, but maintain its position through the vibrations and forces associated with driving a vehicle. Cradlepoint mobile The specific mobile router is a ruggedized model that can connect to the City's router current cellular service provider, Verizon, via either 3G or LTE data paths. The router will be capable of functioning as a secure mobile hotspot as well as allowing for Ethernet connections. The router will be able to handle communication for cellular WAN, W[ -Fi (802.11 a /b /g /n /ac), and GPS. The purchase includes five years of coverage by Cradlepoint's CradleCare Prime warranty as well as a 5 -year subscription to Cradlepoint's Enterprise Cloud Manager (ECM) at the Prime level. The mobile router will be installed in the trunk of the vehicle, typically on an existing, sliding equipment tray. In most cases, the router will replace an existing Sierra Wireless PinPointX- series mobile modem. In these cases, the existing PinPointX will be removed as part of the installation. Further, the PinPointX modems are installed within secure metal boxes. The metal boxes will be removed prior to the installation of the new router. The router will be secured directly to the equipment tray similar to the other equipment installed there (e.g. police radio receivers, etc.). The selected vendor will make other appropriate arrangements to install the mobile router securely in vehicles that do not currently have this equipment. In vehicles equipped with an electrical power timer, the mobile router will be installed with a constant power connection to power the device. The ignition lead for the router will be connected to the electrical power timer. This is to ensure that the router powers down when the timer shuts down the other 25C -14 electrical components in the vehicle, but that it has power supplied to it to allow a soft shutdown (as opposed to a hard shut down where the power to the device is immediately cut without warning and the router's internal software is unable to shut down properly). https://cradlepoint.com/oroducts/cor-ibrl 100- series Panorama "Great The selected antenna is circular, measuring 6.7 inches in diameter and 2.4 White" Antenna inches in height. It has five (5) leads coming out of it, allowing for the flow of cellular, Wi -Fi, and GP5 data. Although the City has generally selected the antenna in the white housing, three vehicles will require black antennas. The antenna will be installed on the roof of the vehicle with the leads from the antenna passing down from the bottom of the antenna through the roof of the vehicle. Once installed, the antenna will be secured so as to not allow lateral, rotational, or vertical movement. Any openings made or used to install the antenna will be made weathertight in such a fashion as to ensure they remain weathertight throughout the expected life of the antenna. In cases where an existing antenna is already installed in an appropriate installation site, the installation will include removing the existing antenna and reusing the existing opening for the new antenna. If no appropriate opening exists, the installation will include creating an opening in the vehicle roof. In either case, the selected vendor will ensure that the new antenna is positioned so that it minimizes any interference with other antennas remaining on the roof of the vehicle as well as maximizes the performance of the new antenna. Any antennas currently installed on the vehicle that are made superfluous by the new antenna will be removed as part of the installation. If the removal of the superfluous antenna leaves an opening in the vehicle body (either roof or trunk), the work will include the installation of a weathertight plug to seal the opening. When the installation is complete, the leads will be run securely and unobtrusively through the vehicle and back to the trunk, where they will be connected to the new mobile router. 25C -15 il. Equipment Amount Item Description QTY A Getac V110 Mobile Computer (VE4ITDKAIF9S) 145 B Getac Desktop Dock for V110 (GDOFU4) 27 C iKey Rugged Keyboard (TK -TR -911 -RED) 145 D Gamber- Johnson Vehicle Dock for Getac V110 Port replication but no pass-through 7170 -0242 135 E Gamber - Johnson Keyboard Tray (7160 -0498) 135 F Gamber - Johnson Keyboard Clevis Mount 7110 -1008 135 G Cradlepoint Mobile Router IBR1100LPE -VZ 135 H Panorama "Great White" Antenna in white housing XK- IN- 19 -58 -W 1kit with LGMM- 7- 27 -24 -58 antenna 127 Miscellaneous parts (e.g. brackets, cabling, fasteners, adhesives, wi2g harnesses, etc. A Getac 5 -Year Extended No -Fault Warranty GE- SVTBNFXSY 145 B Cradlepoint CradleCare Prime ¢ ECM Prime bundle 5 Years ECM- PRM -CCSYR 195 A Complete Equipment Installation in Vehicle 135 A Getac Factory Applied Color Graphic /Logo V- CUSTOMLOGOGTK 145 * Note: This Getac SKU number is for a specific configuration including: V1 10G3, i7- 65000, sunlight readable 11.6" touch - screen LCD with webcam, Windows 10 Professional 64 -bit, 16GB RAM, 256GS SSD, membrane backlit keyboard, biometric fingerprint reader, rear 8MP camera, Wi -Fi, Bluetooth, internal Gobi WAN modem for Verizon LTE, hard handle, integrated mag- stripe and barcode reader, RFID reader, dual batteries 25C -16 INSTALLATION OF MOBILE DATA COMPUTERS AND EQUIPMENT 25C -17 Timeline for Installation Due dates are from the date the agreement is signed by all parties and in effect, including all required insurance documents. Order the equipment needed for the project. The City will require evidence that required equipment has been ordered. If any equipment has not been ordered, Consultant will detail which equipment has not been ordered; the reason for the delay; and the plan for getting the equipment onsite before it is needed for installation. Finalize the implementation plan including input and approval of City staff. This plan should include logistical issues such as where the installations will physically take place; schedule of vehicles getting equipment installed; schedule of installation staff performing the installation; etc. Begin installation of the equipment in the vehicles. Note: hardware installation for Key Vehicles must be completed within four (4) weeks of delivery of the Getac V110 computers. City will identify these Key Vehicles, of which there will be no more than 110 and all will be equipped with existing mounts and cabling. Complete the installation of all hardware. Vehicle Specifications for Installation 1 week 4 weeks 5 weeks 12 weeks The following are the vehicle models and quantities involved in this project including how many currently have MDC's installed with related mounting hardware and cabling: Chevrolet Express 3500 LUU4 —;LUUO Chevrolet 5 -10 2000 Chevrolet Spark 2015 Chevrolet Suburban 2008 Chevrolet Tahoe 1859 —2007 Dodge Magnum 2006 —2008 Ford Crown Victoria 2004 —2014 Ford Escape 2008 Ford Explorer 2014— 2017 Ford F250 2015 —2016 Ford F650 2009 Ford Ranger 2005 Ford Taurus 2015 GMC F2500 2003 Miscellaneous IIL Installation Location 0 3 1 0 3 .1 5 0 73 4 4 0 11 2 6 0 1 0 All equipment is to be installed onsite at the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. Installation dates, times, and specific location within the Department will be subject to the approval of Chief of Police and /or his designee. 25C -18 IV. Eaujoment Deliver All equipment with the exception of the Getac V110 computers and Cradlepoint mobile routers is to be delivered to Consultant's facility. Consultant will be responsible for receiving the equipment from the various sources. Consultant will then deliver equipment as needed for installation to the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701, The Getac V110 computers and Cradlepoint mobile routers will be delivered directly from the manufacturers to the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. City staff will be responsible for receiving this equipment from the shipping company, The equipment shall be delivered as soon as possible so that they may be prepared by City staff. V. Project Kick -Off Meeting After award of the Agreement, within one (1) week, a project kick -off meeting will be held with all of the stakeholders from Consultant and City to come up with an initial schedule and tasks that will be required to complete the project within the required six week time frame. VI. Vehicle Specific Statement of Work. Wiring Plan. and Wireless Communication Test Procedure Within two (2) weeks, Consultant will conduct site surveys and will create a statement of work ( "SOW ") for each specific fleet vehicle designated for this project. The SOW details the vehicle type, hardware mounting locations, equipment configuration, and other necessary instructions outlining the work to be performed for the City to review and communicate any desired changes. City will provide staff to participate in the site surveys who are empowered to make installation design decisions. Consultant will also create vehicle specific wiring plans for each make of vehicle for City to review and communicate any desired changes. Consultant and City will discuss and mutually agree upon a wireless communications test procedure. VII. Securitv Comoliance Any and all of Consultant's employees will undergo a security/background check as specified by City. Within two (2) weeks of this agreement becoming effective, Consultant will provide personal identifying information for all personnel that will be working onsite at the Santa Ana Police Department during the initial installation process to the Backgrounds Unit of the Santa Ana Police Department. City will complete security /background checks prior to the scheduled beginning of installation. In the case that any of Consultant's personnel fail the security /background check, City will notify Consultant at least one week prior to the beginning of installation work so that Consultant can make other staffing arrangements. All Consultant's employees will check in upon arrival and will follow all City and Santa Ana Police Department rules and regulations. VIII. Installation Prior to installation work on the vehicles, Consultant's technicians will conduct a pre - inspection check of the vehicle interior and exterior conditions and document any preexisting damage. Consultant's technicians will take extra measures to guarantee that wires are connected using the most reliable methods of ensuring positive circuit contract for long -term dependability. All considerations will be taken by Consultant to ensure wires /cables are routed along proper paths or channels that offer the most protection and also address tension relief to avoid potential disconnects or breakage. Wires /cables routed through the vehicles 25C -19 sheet metal will be protected with rubber grommets. Consultant's wire and cable installations are finalized with OEM grade split loom (where necessary) and grouped securely with wire ties along routing paths. IX. Vehicle Installation Sign Off Once equipment has been installed by Consultant in a City vehicle, the Chief of Police or his designee will review the completed vehicle installation and if done to the City's specifications, will sign off on the vehicle installation in writing. The vehicle inspection shall conduct a visual inspection of the interior and exterior of the vehicle and verifying that installation was done pursuant to the previously provided vehicle specific SOW, wiring plan, and wireless communication test procedure. If City determines that the installation does not meet the City's specifications, City will give written notice to the Consultant. Consultant and City will agree upon a timeline not to exceed two (2) weeks in which to complete the installation to the City's specifications. 25C -20 WARRANTY PROVISIONS OF MOBILE DATA TERMINALS AND EQUIPMENT 25C -21 Warranty Descriptions Product /Service Warranty Period Warran!y Coverage Getac V110 Computer 3 years Standard Getac Bumper -to- Bumper (No Fault) Warranty + Year 4 & 5 warranty covers defects in Extended materials and workmanship under normal use and damage that occurs due to accidental acts and exposure to environmental conditions. 'rhe LCD, hard drive, motherboard, and keyboard are limited to one repair /replacement per unit per year for damn a �Getac Office Dock 1 year standard Covers defects in workmanship or materials iKey Keyboard 1 year standard Covers defects in workmanshipp or materials Gamber Johnson Mounting Lifetime Warranty Covers defects in materials and Hardware workmanship for all non- electronic products Cradlepoint Router 1 year Standard + Year 2 -5 Covers defects in materials and Extended _ workmanship_ Panorama Antenna 1 year standard Covers defects in materials and workmanship CDCE Installation Service 3 year standard See CDCE 3 -Year Service and Maintenance Agreement _ II. CDCE 3 Year Service and Maintenance Agreement A. Coverage All installation parts and work will be repaired at no -cost as part of this maintenance agreement for a period of three (3) years from the date of installation. Installation parts include, but are not limited to, wiring, cable management equipment, weatherproofing materials, and fasteners. 1. Repairs to purchased components (i.e. Getac computer, Gamber Johnson equipment, Cradlepoint router, and Panorama antenna) will be handled in accordance with the warranties for those specific components, Removal and replacement of purchased components for warranty repairs are included as part of this maintenance agreement. 2. Repairs of damage effecting the installation work and parts resulting from malicious actions are excluded from this warranty. 3. Repairs of damage caused by parties servicing the equipment besides Consultant are also excluded from this warranty. 25C -22 4. In the case that Consultant's personnel respond to make a repair in accordance with II.B.1. and the damage is determined to be excluded from the warranty per II.A.2 or II.A.3, then the service call shall be billable to the City on a Time and Materials basis at a rate of $95.00 per hour. If the vehicle is taken to Consultant's installation and repair center in Yorba Linda by City staff, there will be no charge for inspecting the vehicle to determine if the repair is covered under the warranty. B. Service Procedures 1. Next -Day On -Site Service Next -Day On -Site Service is provided, at no additional cost to the City. Consultant's in -house support desk and dispatch will ensure that trouble tickets are handled efficiently and the proper personnel and equipment are at City's location for repairs when needed. 2. In -House Su000rt Help Desk For service call (714) 386 -3345 (M -F 7:30 a.m. and 4:30 p.m. PST) or via email supparta( 7cdce.com 3. Same -Day Depot Service Depot service is an appointment based, same day service in which emergency or convenience issues can be handled at Consultant's installation and repair center in Yorba Linda. Equipment Warranties A. MDC Repair: 1) Contact Getac directly at (866) 394 -3822 (24/7) 2) Email: GetacSupport US(a?getac.com 3) Getac Customer Portal Website B. Mobile Router Repair: Cradlepoint COR IBR1100 Series hardware issues, contact Cradlepoint directly at (855) 813 -3385 (24/7) 25C -23 FEE SCHEDULE 25C -24 Equipment Description Quantity Unit Cost Subtotal __Quantity_ Getac 5 -Year Getac V110 Mobile 145 $4,140.00 $600,300.00 Computer VE4ITDKAIF9S Getac Desktop 27 $286.00 $7,722.00 Dock for V110 GDOFU4 iKey Rugged 145 $298.00 $43,210.00 Keyboard (IK -TR- 911 -RED ) Gamber- Johnson 135 $570.00 $76,950.00 Vehicle Dock for Getac V110 Port Replication but no pass - through 7170 -0242 Gamber - Johnson 135 $87.00 $11,745.00 Keyboard Tray 7160 -0498 Gamber - Johnson 135 $33.00 $4,455.00 Keyboard Clevis Mount 7110 -1008) Cradlepoint Mobile 135 $712.00 $96,120.00 Router IBR1100LPE -VZ Panorama "Great 127 $235.00 $29,845.00 _ �W White" Antenna in white housing (XK- IN-19-58-W (kit with LGMM -7 -27- 24-58 antenna — -- —.�- Miscellaneous 135 $10.00 $1,350.00 parts (e.g. brackets, cabling, fasteners, adhesives, wiring harnesses, etc. $871,697.00 Warranties /Support Services Descri tion Unit Cost Subtotal — Total __Quantity_ Getac 5 -Year 145 $502,00 $72,790.00 Extended No -Fault Warranty (GE- SVTBNFX5Y� 25C -25 Cradlepoint 135 $274.00 $36,990.00 Total CradleCare Prime + 135 $295.00 $39,825.00 $70,234.56 ECM Prime 5 Year $1 ,097,771.56 Bundle (ECM -PRM- CC5YR ) _ CDCE 3 Year _ Included $1 09,780.00 III. Installation Services Descri tion Quantit Unit Cost Subtotal Total Complete 135 $295.00 $39,825.00 $70,234.56 Equipment $1 ,097,771.56 Installation in Vehicle _ CDCE 3 Year _ Included Service & Maintenance A reement �_ $39,825.00 IV. Options Getac Factory Applied Color Graphic /Logo (V- CUSTOMLOGOGTK), quantity -145, $43.00 each, total cost $6,235.00 V. Total Costs Equipment $871,697.00 i _ _ _ Warranties $109,780.00 Installation $39,825.00 _v Options $6,235.00 Tax $70,234.56 Total. $1 ,097,771.56 25C -26 ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 25C -27 25C -28 CONSULTANT AGREEMENT THIS AGREEMENT is made and entered into this 6th day of December, 2016 by and between CDCE, Inc., a California Corporation, (hereinafter "Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of installation of mobile data computers ( "MDC ") and maintenance of the equipment. City issued a Request for Proposal for purchase and installation of MDCs on October 3, 2016, RFP No. 16- 122. B. Consultant submitted a proposal dated October 14, 2016 in response to RFP No. 16 -122. Consultant was selected as the most qualified proposal and represents that Consultant is able and willing to provide such services as outlined In its proposal 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: SCOPE OF SERVICES a. Consultant shall provide MDCs and equipment as specified in Exhibit A; b. Consultant shall install MDCs and equipment as specified in Exhibit Band c. Consultant shall warranty MDCs and equipment as specified in Exhibit C. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit D. The base cost of the Agreement will be $1,097,771.56 plus a $75,000 contingency to be used as the City's sole discretion. The total sum to be expended under this Agreement shall not exceed $1,172,771.56 during the term of this Agreement. b. Payment will be made pursuant to payment milestones as follows: 1) Order of Equipment -33% of base cost of Agreement; 2) Approval of First Crown Victoria Installation -33% of base cost of Agreement; and 3) Completion of Equipment Installations -34% of base cost of Agreement. c. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 25C -29 3. TERM This Agreement shall commence on the date first written above and terminate on February 17, 2021 or five (5) years after the parties sign off on the installation of equipment in the last vehicle whichever is later, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer- employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. 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. B. 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. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit E upon execution of this Agreement. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned. hired and non -owned automobiles. 25C -30 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. 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. 02 Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement, City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 25C -31 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 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. This section shall survive the term of this Agreement. 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. 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: 25C -32 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: OR Chief of Police City of Santa Ana 60 Civic Center Plaza (M -) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: Mr. Brian Solomon, Vice President CDCE, Inc. 22641 Old Canal Road Yorba Linda, California 92887 Fax 714 - 282 -1501 SSolomon @cdce.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 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. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 25C -33 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. 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 Chief of Police may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 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 aff irms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 17. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES 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. MISCELLANEOUS PROVISIONS Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, 25C -34 in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. ` Laura A. Rossini Senior Assistant City Attorney I2 9 •uu_►RI_B •- 0 CARLOS ROJAS Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT -CDCE, INC. Brian Solomon Vice President WUM3 25C -35 EXHIBIT A PURCHASE OF MOBILE DATA COMPUTERS AND EQUIPMENT 25C -36 I. Equipment Specifications The computer will have the following specifications: V110 generation 3, i7- 6500U processor, sunlight readable 11.6" touch- screen LCD with webcam, Windows 10 Professional 64 -bit, 16GB RAM, 256GB SSD, membrane backlit keyboard, biometric fingerprint reader, rear 8MP camera, Wi -Fi, Bluetooth, internal Gobi WAN modem for Verizon LTE, hard handle, integrated mag- stripe and barcode reader, RFID reader, dual batteries. It should be noted that the integrated mag- stripe / barcode reader is a new option for the V110. Please contact the manufacturer regarding its availability. The computers will include an extended warranty that enhances the standard 3 -year "bumper -to- bumper" warranty by extending it to 5 years. In addition, the purchase includes the optional custom branding of the V11O's by adding a factory applied color logo onto the lid of the computers. City staff will apply a software image to the computers and prepare them for use. Only the procurement and physical installation of the computers are included in this RFP. htt :!lus. etaa.cominoteboaksN1101f atures.htmi Getac Office Dock The required desktop dock is manufactured by Getac and will allow full desktop ports for network connections and peripherals. No installation services are associated with these devices. http: / /us.getac.com /notebooks /V110 /accessories htmI Key rugged The specific Key keyboard is a rugged, backlit 88 -key keyboard that includes keyboard an "Emergency" key and integrated USB ports. htt :(iwww.ike .coml roducttik -tr -88 -911 -t GamberJohnson The required vehicle dock includes port replication but NOT pass - through vehicle dock for V110 antenna connectors. The vehicle docks to be installed vertically so that the Getac V110 convertible laptop is installed in "tablet mode" wherein the integrated keyboard is folded behind the screen. Further, the City requires the most current vehicle dock available from Gamber Johnson for docking the V110 vertically. This dock may require a separate power connector to connect to the vehicle's 12 -volt DC electrical system. The computer dock will be mounted to the dashboard of the vehicle. In cases where an existing MDC is already in the vehicle, the installation will include the removal of the existing MDC. The dock will need to be attached to the existing mounting hardware already installed in these vehicles. In cases where there is no current MDC installed, the selected vendor will provide the necessary mounting hardware and perform any required vehicle interior modifications. The final installation will securely mount the dock to the dashboard in such a fashion as to effectively balance windshield visibility; usability of the new MDC; and access to vehicle controls such as climate control and AM /FM radio. The dock will be mounted in such a way as to allow for horizontal adjustment by end -users to allow either the driver or the front passenger to effectively view and use the computer. In addition, the 25C -37 installation will effectively balance the need to adjust the MDC horizontally with the need for the MDC to maintain its position. In vehicles requiring a new installation where mounting on the dashboard is not feasible (e.g. Chevy Spark), the dock will be mounted horizontally in "laptop mode ". The proposal will include mounting solutions for these types of vehicles. Gamber Johnson The required keyboard tray will allow the keyboard to be removed from the keyboard tray /mount mount and hang from the steering wheel by tabs on the corners of the tray. The selected vendor will provide any hardware necessary to attach the Key keyboard to the keyboard tray. The required mount will allow the keyboard to be rotated horizontally as well as allow adjustment of the vertical tilt angle of the keyboard. The keyboard mount and tray to be installed onto the center console of the vehicle where one exists. If the specific vehicle does not have a suitable center console, other mounting arrangements will need to be made. Once installed, the keyboard will be usable by either the driver or the front passenger while secured in its mount. The position of the keyboard must be able to be easily changed by users, but maintain its position through the vibrations and forces associated with driving a vehicle. Cradlepoint mobile The specific mobile router is a ruggedized model that can connect to the City's router current cellular service provider, Verizon, via either 3G or LTE data paths. The router will be capable of functioning as a secure mobile hotspot as well as allowing for Ethernet connections. The router will be able to handle communication for cellular WAN, WI-Fi (862.11 a /b /g /n /ac), and GPS. The purchase includes five years of coverage by Cradlepoint's CradleCare Prime warranty as well as a 5 -year subscription to Cradlepoint's Enterprise Cloud Manager (ECM) at the Prime level. The mobile router will be installed in the trunk of the vehicle, typically on an existing, sliding equipment tray. In most cases, the router will replace an existing Sierra Wireless PinPointX- series mobile modem. In these cases, the existing PinPointX will be removed as part of the installation. Further, the PinPointX modems are installed within secure metal boxes. The metal boxes will be removed prior to the installation of the new router. The router will be secured directly to the equipment tray similar to the other equipment installed there (e.g. police radio receivers, etc.). The selected vendor will make other appropriate arrangements to install the mobile router securely in vehicles that do not currently have this equipment. In vehicles equipped with an electrical power timer, the mobile router will be installed with a constant power connection to power the device. The ignition lead for the router will be connected to the electrical power timer. This is to ensure that the router powers down when the timer shuts down the other 25C -38 electrical components in the vehicle, but that it has power supplied to it to allow a soft shutdown (as opposed to a hard shut down where the power to the device is immediately cut without warning and the router's internal software is unable to shut down properly). httos: / /crad leooint .com /oroducts /cor- ibr1100- series Panorama "Great The selected antenna is circular, measuring 6.7 inches in diameter and 2.4 White" Antenna inches in height It has five (5) leads coming out of it, allowing for the flow of cellular, WI-Pi, and GPS data. Although the City has generally selected the antenna in the white housing, three vehicles will require black antennas. The antenna will be installed on the roof of the vehicle with the leads from the antenna passing down from the bottom of the antenna through the roof of the vehicle. Once installed, the antenna will be secured so as to not allow lateral, rotational, or vertical movement. Any openings made or used to install the antenna will be made weathertight in such a fashion as to ensure they remain weathertight throughout the expected life of the antenna. In cases where an existing antenna is already installed in an appropriate installation site, the installation will include removing the existing antenna and reusing the existing opening for the new antenna. If no appropriate opening exists, the installation will include creating an opening in the vehicle roof. In either case, the selected vendor will ensure that the new antenna is positioned so that it minimizes any interference with other antennas remaining on the roof of the vehicle as well as maximizes the performance of the new antenna. Any antennas currently installed on the vehicle that are made superfluous by the new antenna will be removed as part of the installation. If the removal of the superfluous antenna leaves an opening in the vehicle body (either roof or trunk), the work will include the installation of a weathertight plug to seal the opening. When the installation is complete, the leads will be run securely and unobtrusively through the vehicle and back to the trunk, where they will be connected to the new mobile router. 25C -39 II. Equipment Amount Item Description QTY A Getac V110 Mobile Computer (VE4ITDKAIF9S) 145 B Getac Desktop Dock for V110 (GDOFU4) 27 C iKey Rugged Keyboard (TK -TR -911 -RED) 145 D Gamber- Johnson Vehicle Dock for Getac V110 Port replication but no ass -throu h 7170 -0242 135 E Gamber - Johnson Keyboard Tray (7160 -0498) 135 F Gamber- Johnson Keyboard Clevis Mount 7110 -1008 135 G Cradlepoint Mobile Router IBR1100LPE -VZ 135 H Panorama "Great White" Antenna in white housing XK- IN- 19 -58 -W kit with LGMM- 7- 27 -24 -58 antenna 127 Miscellaneous parts (e.g, brackets, cabling, fasteners, adhesives, wiring harnesses, etc. A Getac 5 -Year Extended No -Fault Warranty GE- SVTSNFX5Y 145 B Cradlepoint CradleCare Prime + ECM Prime bundle 5 Years ECM- PRM -CCSYR 135 A Complete Equipment Installation in Vehicle 135 A Getac Factory Applied Color Graphic/Logo V- CUSTOMLOGOGTK 145 * Note: This Getac SKU number is for a specific configuration including: V110G3, i7- 65000, sunlight readable 11.6" touch - screen LCD with webcam, Windows 10 Professional 64 -bit, 16GB RAM, 256GB SSD, membrane backlit keyboard, biometric fingerprint reader, rear 8MP camera, Wi -Fi, Bluetooth, internal Gobi WAN modem for Verizon LTE, hard handle, integrated mag- stripe and barcode reader, RFID reader, dual batteries 25C -40 INSTALLATION OF MOBILE DATA COMPUTERS AND EQUIPMENT 25C -41 Timeline for Installation Due dates are from the date the agreement is signed by all parties and in effect, including all required insurance documents. Order the equipment needed for the project. The City will require evidence that required equipment has been ordered. If any equipment has not been ordered, Consultant will detail which equipment has not been ordered; the reason for the delay; and the plan for getting the equipment onsite before it is needed for installation. Finalize the implementation plan including input and approval of City staff. This plan should include logistical issues such as where the installations will physically take place; schedule of vehicles getting equipment installed; schedule of installation staff performing the installation; etc. Begin installation of the equipment in the vehicles. Note: hardware installation for Key Vehicles must be completed within four (4) weeks of delivery of the Getac V110 computers. City will identify these Key Vehicles, of which there will be no more than 110 and all will be equipped with existing mounts and cabling. Complete the installation of all hardware. Vehicle Specifications for Installation 1 week 4 weeks 5 weeks 12 weeks The following are the vehicle models and quantities involved in this project including how many currently have MDC's installed with related mounting hardware and cabling: Chevrolet Express 3500 2004 —2008 o u Chevrolet 5 -10 2000 0 2 Chevrolet Spark 2015 0 3 Chevrolet Suburban 2008 1 0 Chevrolet Tahoe 1999-2007 3 1 Dodge Magnum 2006 —2008 5 0 Ford Crown Victoria 2004 —2014 73 4 Ford Escape 2008 4 0 Ford Explorer 2014— 2017 11 2 Ford F250 2015 —2016 6 0 Ford F650 2009 1 0 Ford Ranger 2005 4 0 Ford Taurus 2015 1 0 GMC F2500 2003 1 0 Miscellaneous 2 1 III. Installation Location All equipment is to be installed onsite at the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. Installation dates, times, and specific location within the Department will be subject to the approval of Chief of Police and/or his designee. 25C -42 IV. Eauioment Deliver All equipment with the exception of the Getac V110 computers and Cradlepoint mobile routers is to be delivered to Consultant's facility. Consultant will be responsible for receiving the equipment from the various sources. Consultant will then deliver equipment as needed for installation to the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. The Getac V110 computers and Cradlepoint mobile routers will be delivered directly from the manufacturers to the Santa Ana Police Department located at 60 Civic Center Plaza, Santa Ana, CA 92701. City staff will be responsible for receiving this equipment from the shipping company. The equipment shall be delivered as soon as possible so that they may be prepared by City staff. V. Project Kick -Off Meeting After award of the Agreement, within one (1) week, a project kick -off meeting will be held with all of the stakeholders from Consultant and City to come up with an initial schedule and tasks that will be required to complete the project within the required six week time frame. VI. Vehicle Specific Statement of Work. Wiring Plan. and Wireless Communication Test Procedure Within two (2) weeks, Consultant will conduct site surveys and will create a statement of work ( "SOW ") for each specific fleet vehicle designated for this project. The SOW details the vehicle type, hardware mounting locations, equipment configuration, and other necessary instructions outlining the work to be performed for the City to review and communicate any desired changes. City will provide staff to participate in the site surveys who are empowered to make installation design decisions. Consultant will also create vehicle specific wiring plans for each make of vehicle for City to review and communicate any desired changes. Consultant and City will discuss and mutually agree upon a wireless communications test procedure. VII. Securitv Compliance Any and all of Consultant's employees will undergo a security /background check as specified by City. Within two (2) weeks of this agreement becoming effective, Consultant will provide personal identifying information for all personnel that will be working onsite at the Santa Ana Police Department during the initial installation process to the Backgrounds Unit of the Santa Ana Police Department. City will complete security /background checks prior to the scheduled beginning of installation. In the case that any of Consultant's personnel fail the security /background check, City will notify Consultant at least one week prior to the beginning of installation work so that Consultant can make other staffing arrangements. All Consultant's employees will check in upon arrival and will follow all City and Santa Ana Police Department rules and regulations. VIII. Installation Prior to installation work on the vehicles, Consultant's technicians will conduct a pre - inspection check of the vehicle interior and exterior conditions and document any preexisting damage. Consultant's technicians will take extra measures to guarantee that wires are connected using the most reliable methods of ensuring positive circuit contract for long -term dependability. All considerations will be taken by Consultant to ensure wires /cables are routed along proper paths or channels that offer the most protection and also address tension relief to avoid potential disconnects or breakage. Wires /cables routed through the vehicles 25C -43 sheet metal will be protected with rubber grommets. Consultant's wire and cable installations are finalized with OEM grade split loom (where necessary) and grouped securely with wire ties along routing paths. IX. Vehicle Installation Sion Off Once equipment has been installed by Consultant in a City vehicle, the Chief of Police or his designee will review the completed vehicle installation and if done to the City's specifications, will sign off on the vehicle installation in writing. The vehicle inspection shall conduct a visual inspection of the interior and exterior of the vehicle and verifying that installation was done pursuant to the previously provided vehicle specific SOW, wiring plan, and wireless communication test procedure. If City determines that the installation does not meet the City's specifications, City will give written notice to the Consultant. Consultant and City will agree upon a timeline not to exceed two (2) weeks in which to complete the installation to the City's specifications. 25C -44 EXHIBIT C WARRANTY PROVISIONS OF MOBILE DATA TERMINALS AND EQUIPMENT 25C -45 Warranty Descriptions Product/Service Warranty Period Warranty Coverage Getac V110 Computer 3 years Standard Getac Bumper -to- Bumper (No Fault) Warranty + Year 4 & 5 warranty covers defects in Extended materials and workmanship under normal use and damage that occurs due to accidental acts and exposure to environmental conditions. The LCD, hard drive, motherboard, and keyboard are limited to one repair /replacement per unit per year for damage Getac Office Dock 1 year standard Covers defects in workmanship or materials _ iKe_ y Keyboard 1 year standard Covers defects in workmanship _ or materials Camber Johnson Mounting Lifetime Warranty Covers defects in materials and Hardware workmanship for all non - electronicroducts Cradlepoint Router 1 year Standard + Year 2 -5 Covers defects in materials and Extended _ workmanship Panorama Antenna _ 1 year standard Coverss defects in materials and workmanshi CDCE Installation Service 3 year standard See CDC 3 -Year Service and Maintenance Agreement II. CDCE 3 Year Service and Maintenance Agreement A. Coveraoe All installation parts and work will be repaired at no -cost as part of this maintenance agreement for a period of three (3) years from the date of installation. Installation parts include, but are not limited to, wiring, cable management equipment, weatherproofing materials, and fasteners. 1. Repairs to purchased components (i.a, Getac computer, Gamber Johnson equipment, Cradlepoint router, and Panorama antenna) will be handled in accordance with the warranties for those specific components. Removal and replacement of purchased components for warranty repairs are included as part of this maintenance agreement. 2. Repairs of damage effecting the installation work and parts resulting from malicious actions are excluded from this warranty. 3. Repairs of damage caused by parties servicing the equipment besides Consultant are also excluded from this warranty. 25C -46 In the case that Consultant's personnel respond to make a repair in accordance with II.8.1. and the damage is determined to be excluded from the warranty per II.A.2 or II.A.3, then the service call shall be billable to the City on a Time and Materials basis at a rate of $95.00 per hour. If the vehicle is taken to Consultant's installation and repair center in Yorba Linda by City staff, there will be no charge for inspecting the vehicle to determine if the repair is covered under the warranty. B. Service Procedures 1, Next -Day On -Site Service Next -Day On -Site Service is provided, at no additional cost to the City, Consultant's in -house support desk and dispatch will ensure that trouble tickets are handled efficiently and the proper personnel and equipment are at City's location for repairs when needed. 2. In -House Support Help Desk For service call (714) 386 -3345 (M -F 7:30 a.m. and 4:30 p.m. PST) or via email suonort0cdce.com 3. Same -Dav Depot Service Depot service is an appointment based, same day service in which emergency or convenience issues can be handled at Consultant's installation and repair center in Yorba Linda. Equipment Warranties A. MDC Repair: 1) Contact Getac directly at (866) 394 -3822 (24/7) 2) Email: GetacSu2port US(c�getac.com 3) Getac Customer Portal Website B. Mobile Router Repair: Cradlepoint COR IBR1100 Series hardware issues, contact Cradlepoint directly at (855) 813 -3385 (24/7) 25C -47 EXHIBIT D FEE SCHEDULE 25C -48 Eouipment Des cri tion Quantity, Unit Cost Subtotal Getac 5 -Year Getac V110 Mobile 145 $4,140.00 $600,300.00 Computer Warranty (GE- VE41TDKAIF9S SVTBNFXSY� -- -- - - -- Getac Desktop 27 _ $286.00 $7,722.00 Dock for V110 GDQFU4 iKey Rugged 145 $298.00 $43,210.00 Keyboard (IK -TR- 911 -RED)_ Gamber- Johnson 135 $570.00 _ $76,950.00 Vehicle Dock for Getac V110 Port Replication but no pass - through 7170 -0242 Gamber - Johnson 135 $87.00 $11,745.00 Keyboard Tray 7160 -0498 Gamber - Johnson 135 $33.00 $4,455.00 Keyboard Clevis Mount 7110-1008 Cradlepoint Mobile 135 $712.00 $96,120.00 Router IBR1100LPE -VZ Panorama "Great 127 $235.00 $29,845.00 White" Antenna in white housing (XK- IN-19-58-W (kit with LGMM -7 -27- 24-58 antenna )_ Miscellaneous 135 $10.00 $1,350.00 parts (e.g. brackets, cabling, fasteners, adhesives, wiring harnesses, etc. $871,697.00 Warranties /Support Services Description Quantit Unit Cost Subtotal Total _ Getac 5 -Year _ 145 $502.00 $72,790.00 Extended No -Fault Warranty (GE- SVTBNFXSY� -- -- - - -- 25C -49 Cradiepoint 135 $274.00 $36,990.00 Total CradleCare Prime + 135 $295.00 $39,825.00 $70,234.56 ECM Prime 5 Year $1,097,771.56 Bundle (ECM -PRM- CC5YR CDCE 3 Year _ _ Included Included $109,780.00 III. Installation Services Descri tion Quantity Unit Cost Subtotal Total _ _ Complete 135 $295.00 $39,825.00 $70,234.56 Equipment $1,097,771.56 Installation in Vehicle CDCE 3 Year _ _ Included Included Service & Maintenance _Agreement s v $39,825.00 IV. Options Getac Factory Applied Color Graphic /Logo (V- CUSTOMLOGOGTK), quantity -145, $43.00 each, total cost: $6,235.00 V. Total Costs E ui ment $871,697.0 _ _ Warranties $109,780.00 Installation $39,825.00 0 tions $6,235.00 Tax $70,234.56 Total. $1,097,771.56 25C -50 EXHIBIT E ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to this endorsement form as a part of Named Insured Countersigned by Authorized Representative 25C -51 25C -52 A M • CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: APPROVE TENANT- INTEREST PURCHASE AGREEMENTS FOR BRISTOL STREET IMPROVEMENTS, PHASE 3A (PROD. NO. 136792 NONGENERAL FUND) {STRATEGIC PLAN NOS. 6, 1G; 3, 2C} e4 __� — c s CITY MAN ER A � CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15` Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute purchase agreements of Tenant Interest in the properties listed below and goodwill (if any) with the following property owners, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly known as / location Amount 1 Phuc Duc Nguyen 1111 N Bristol Street, Suite C $16,357 Nails Pro (APN 405 - 274 -10) 2 Reyna Talavera 1111 North Bristol Street, Suite E $26,940 Queens Beauty Salon (APN 405 - 274 -10) 3 Hugo Solorzano Hernandez 1111 North Bristol Street, Suite H $41,290 Computer Repair (APN 405 - 274 -10) DISCUSSION Bristol Street is a north -south transportation corridor designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and bike lanes. The City is acquiring properties for the development of Phase 3A bounded by Civic Center Drive and Washington Avenue. Property acquisitions for this phase are expected to be completed by spring 2017 and construction is anticipated to begin in summer 2017. On August 16, 2016, the City Council approved the purchase agreement for 1111 North Bristol Street. In order to complete full possession and prepare the area for improvement and widening, the tenant - interests acquisitions in 1111 North Bristol Street (Exhibit 1) are also necessary. The tenants listed above agreed to quitclaim all of their tenancy interests including loss of goodwill for 2501-1 Purchase Agreement for Bristol Street Improvement Phase 3A December 6, 2016 Page 2 the listed purchase prices. Purchase prices were made based on the appraised values prepared by a State - licensed appraiser, and the offers were accepted by the respective tenant - sellers. The purchase prices for the acquisitions listed above are shown in the corresponding agreements (Exhibits 2 through 4). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage , private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 3A, which lies between Civic Center Drive and Washington Avenue, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds in the amount of $84,587 are available in the Bristol Street Improvements Project (Account No. 136792) for expenditure in FY 2016/2017 in the Select Street Construction Fund (Account No. 05917661 - 66100), subject to nonsubstantive changes. 1 Fr 4d Mousavipour Executive Director Public Works Agency FMNVG /JG /KN /ML APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Location Map 2. Agreement Nails Pro (APN 405 - 274 -10) 3. Agreement Queen's Beauty Salon (APN 405 - 274 -10) 4. Agreement Computer Repair (APN 405 - 274 -10) 25D -2 (NTS) MATCHLINE SEE BELOW RIGHT 10TH STREET 9TH STREET -T7 S ST909 W d � z J Q H /� V W g a z mm-50 JECT FROPERTIES - AMUIRED PROPERTIES CIVIC CENTER DR. WASHINGTON AVENUE EXHIBIT 1 MATCHLINE SEE TOP LEFT SANTA ANA TrrLE PURCHASE AGREEMENTS FOR CITY COUNCIL BRISTOL STREET IMPROVEMENTS VV ,q AGENDA DATE PHASE 3A (PROJECT NO. 136792 DEC. 6, 2616 NONGENERAL FUND) PUBLIC WORKS AGENCY (Strategic Plan No. 6, 1, G; and 3, 2, C) 25D -3 PAGE 1 OF 1 25D -4 SELL AND SALVAGE Project: Bristol Street Improvement Project —Phase 3A APN: 405- 274 -10 Tenant - Seller: Phuc Due Nguyen dba Nails Pro AGREEMENT FOR ACQUISITION OF TENANT - SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this I I day of Uc.4oLer , 2016, by and between THE CITY OF SANTA ANA, it charter city and municipal corporation duly organized under the Constitution and laws of the State of California ( "Buyer "), and PRUC DUC NGUYEN DBA NAILS PRO ( "Tenant - Seller ") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: I. AGREEMENT. Tenant- Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant - Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively " Conveyed Improvements ") located in, on, or affixed in any manner to the premises known and numbered as 1111 N. Bristol Street Suite C Santa Ana, California ( "Premises ") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any tenancy interest of Tenant - Seller ("Tenancy Interest ") in and to the Premises and the Property. The Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B. 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of: SIXTEEN THOUSAND THREE HUNDRED FIFTY -SEVEN AND NOI100 DOLLARS ($16,357.00) ( "Purchase Price ") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit B $8,357.00 Loss of Business Goodwill $8,000.00 TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $16,357.00 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant -Seller agrees to execute a Quitclaim Deed in the same fonn as that attached hereto as Exhibit C in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. Exhibit 2 25D -5 I. Tenant- Seller has vacated the property on 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant- Seller to Buyer all of Tenant - Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant - Seller hereby warrants and certifies under penalty of perjury that Tenant - Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant -Seller for the purpose of creating any lien, eneurnbrance, or security interest in any of the Improvements, and that the Tenant - Seller does not know of any claim of lien, encuunbranee, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. S. PERMISSION TO ENTER PREMISES, Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable tithes prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and /or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant - Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld fiords to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant - Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant - Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, 25D -6 Tenant- Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attor'ney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court in any such eminent domain action, 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenant - Seller for any and all current and/or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant- Seller hereby acknowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for pre-condemnation damages, and any and all claims for loss of business goodwill, and any and all other claims that Tenant - Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest, and the loss of business goodwill (but excluding relocation benefits to which Tenant - Seller may be entitled). Tenant - Seller hereby disclaims any right, title or interest in or to the Premises. Tenant - Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releases "), hereby release the other party, and its Releases, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest, Additionally, Tenant - Seller hereby expressly and unconditionally waives any claims (known or unknown) including loss of goodwill, severance damages, statutory interest, claims for inverse condemnation or unreasonable pre - condemnation conduct, or any other compensation, damages or benefits, arising from the acquisition of the Premises that Tenant - Seller may have against Buyer, its officials, representatives, and attorneys. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant - Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code §1542, which provides as follows: 25D -7 "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant- Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant- Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have Linder California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. Tenant - Seller: /. 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16, AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATION TO EXECUTE. Tenant- Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant - Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concealing this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT - SELLER, Tenant- Seller hereby warrants, represents, and /or covenants to Buyer that: A. To the best of Tenant - Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant- Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. 25D -8 C. Until the Closing, Tenant - Seller shall not do anything which would impair Tenant - Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant- Seller's knowledge, all such items are in good working order. E. To the best of Tenant - Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant - Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant - Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant - Seller nor, to the best of Tenant - Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous. Materials to or from the Property or the Premises. Tenant -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 Premises. The term "Hazardous Materials" 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article II 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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S,C. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42, U.S.C. 56901, et seq.(42 U.S.C. S6901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant - Seller's knowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without. limitation, all applicable federal, state and local laws pertaining to air and water 25D -9 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. 23. INDEMNITY. Tenant - Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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, tinder, in, or about, to or from, the Premises. 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, 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 acts or omissions of Tenant - Seller herein. 24, ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original doctument. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT, This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. 6 25D -10 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. Marling Address of Tenant- Seller Mailing Address of Buyer 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Tenant - Seller Phue Due Nguyen dba Nails Pro By: 1�fEC4C =. PaC IQIA;, Its: —C--� Pt1 n16�k Date: t ""3 / '2- 0,( Buyer THE CITY OF SANTA ANA By: David Cavazos City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: By: J066 M. Funk Assistant City Attorney Date: to -Zlt-- l G Recommended for Approval: By: Fred Mousavipour Executive Director - Public Works Agency 25D -11 LEGAL DESCRIPTION OF PROPERTY All that certain real property situated In the County of Orange, State of California, described as follows: Parcel 1 of Parcel Map No. 87-340, In the City of Santa Ana, County of Orange, State of California, as shown on a map filed in nggk2a7 Eages 48, 49 and 50 of Parcel Maps, records of orange County, California. Assessor's Parcel Number: 405-274�-10 25D -12 IIMPR.OV,> M EDITS PEI RTA](NING TO TIIE REALTY NAIL PRO SUITE 1 "C Itan] � Q I T DESCRIPTION: FMV IN „°�^ N V TENANTIMPROVEMENTS PLACE 1 1 SIGNAGE EXTERIOR 2 2 (9) LETTERS, INDIVIDUAL, 16" CHANNEL, ILLUM, PLASTIC FACE 3 3 (54) LETTERS, WINDOW PAINT, 5" TO 89 4 (1) MONUMENT SIGN, 1'X4' PLASTIC WNINYL DECAL LETTERING 5 (1) ART, HANDPAINTED, WINDOW, 30 "X10" 4 6 , 7 1 LOT 0/0 INTERIOR CONSTRUCTION S 8 (320)SF WALL CONSTRUCTION, WOOD FRAME, DBL SIDE DRYWALL COVER, TEXTURED PAINTED FINISH, NO ELECTRICAL, F 9 (1) POCKET, DOOR, 32" 10 (1) STD DOOR 11 12 1 WALL MIRROR, (144)SF 13 14 1 WINDOW COVER, VERTICAL BLINDS, 3" PLASTIC, W1 16 (3) CURTAINS, BURLAP MATERIAL, 120SF 16 17 1 WINDOW SECURITY BARS, FRENCH PANE STYLE, WELDED STL (152)SF WISEOURITY DOOR 18 19 1 CUSTOM PAINT GRAPHICS, 20 ;21, 6 SHELF, 2'. 3'L, WALL MOUNT TOTAL TENANT IMPROVEMENTS I 2501-13 $ 2,830 1,430 900 645 1,910 Soo 130 $ 8,046 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Exempt from Recording Fee Pursuant to Government Code EXHIBIT C Exempt from Documentary Transfer Tax County Assessor's Parcel Number: 405- 274 -10 (1111 N. Bristol, Suite cc, Santa Ana, CA) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, PHUC DUC NGUYEN DBA NAILS PRO Do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in Exhibit "1" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "2 ", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances; and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "1" & "2" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed aS of this—�—day of 2016. By: dx. w! a� /Lt f r �✓ Date: 0 6 25D -14 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF ONNa(44i ) On , M c).0 before e, ' F L- 1VIC01,0o Notary P blic, personal y appeared .11 1,9 u who proved to me on the basis of satisfactory evidence to bet person s) whose name(s) is >re subscribed to the within instrument and acknowledged to a tha a she /they executed e same inher /their authorized capacity(ies), and that by'her /their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. TIFFANY L. MCCLCUU y Notary Public • California a Signat Riversitle County 'Seal) Ur Commission # 2146905 My Comm. Ea Tres Mar 19, 2020 25D -15 EXHIBIT "I" LEGAL DESCRIPTION All that certain real property situated In the County of Orange, State of California, described as follows: Parcel I of Parcel Map No. 87-340, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed in Book IIZ Pages _48, 49 and 50 of Parcel Maps, records of Orange County, California. 6gsg�sor's Parcel Humber: 405:274-10 25D -16 ExI -IIBIT "2„ DESCRIPTION OF CONVEYED IMPROVEMENTS IMPROVEMENTS PERTAJ[ ING TO TIM REALTY , NAIL PRO SUITE 1-C G1 , T DESCRIPTION: FMV IN N Y TENANT IMPROVEMENTS PLACE E 1 2 a 4 6 8 7 8 9 10 11 12 1 13 14 16 16 17 18 10 20 21, I 1 SIGNAGE EXTERIOR (9) LETTERS, INDIVIDUAL, 18" CHANNEL, ILLUM, PLASTIC PACE (64) LETTERS, WINDOW PAINT, 5" TO 8 "H (1) MONUMENT SIGN, 1'X4' PLASTIC WNINYL DECAL LETTERING (DART, HANDPAINTED, WINDOW, 30 "X10" 1 LOT C/O INTERIOR CONSTRUCTION (820)8F WALL GONSTRUCTION, WOOD FRAME, DEL SIDE DRYWALL COVER, TEXTURED PAINTED FINISH, NO ELECTRICAL, (1) POCKET, DOOR, 32" (1) STD DOOR WALL MIRROR, (144)SF WINDOW COVER, VERTICAL BLINDS, 3" PLASTIC, W/ (3) CURTAINS, BURLAP MATERIAL, 1208F 1 WINDOW SECURITY BARS, FRENCH PANE STYLE, WELDED STL (182)SF WISECURITY DOOR 1 CUSTOM PAINT GRAPHICS, 5 SHELF, 2'.3'L, WALL MOUNT TOTAL TENANT IMPROVEMENTS 25D -17 $ 2,830 1,430 900 645 1,910 300 130 $ 8,045 SELL AND SALVAGE Project: Bristnl Street Improvement Project —Phase 3A APN: 405- 274 -10 Tenant - Seller: Phue Due Nauyen dba Nails Pro AGREEMENT FOR ACQUISITION OF TENANT- SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this _j_]_, day of OC- Aer , 2016, by and between TIIE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California ( "Buyer "), and PHUC DUC NGUYEN DBA NAILS PRO C Tenant- Seller ") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant- Seller agrees to sell and convey to Buyer, and Buyer agrees 11,11,11111, to purchase and acquire from Tenant - Seller, upon the terms and for fhe consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively " Conveyed Improvements ") located in, on, or affixed in any manner to the premises known and numbered as 1111 N. Bristol Street Suite C Santa Ana, California ( "Premises ") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any tenancy interest of Tenant - Seller ( "Tenancy Interest ") in and to the Premises and the Property. The Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B. 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of SIXTEEN THOUSAND THREE HUNDRED FIFTY -SEVEN AND NO 1100 DOLLARS ($16,357.00) ( "Purchase Price ") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit B $ 8,357,00 Loss of Business Goodwill ', i 111 11 TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $16,357.00 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant - Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit C in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. 25D -18 4. Tenant - Seller has vacated the property on Y / It S. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant- Seller to Buyer all of Tenant- Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein.. 7. CERTIFICATION OF OWNERSHIP. Tenant - Seller hereby warrants and certifies under penalty of perjury that Tenant- Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant - Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant - Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulb. Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements, 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant - Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A general creditor's Maim shall not be deemed to be a claim against any specific item of Improvements and Tenant- Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant - Seller is entitled to payment under this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 11, DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, 25D -19 Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant- Seller hereby authorizes Buyer to withdraw and matte payable to Buyer any funds deposited with the Court in any such eminent domain action. 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenant -Seller for any and all current and /or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse fimds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13, PULL AND COMPLETE SETTLEMENT. Tenant - Seller hereby acknowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for pre - condemnation damages, and any and all claims for loss of business goodwill, and any and all other claims that Tenant - Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest, and the loss of business goodwill (but excluding relocation benefits to which Tenant - Seller may be entitled), Tenant - Seller hereby disclaims any right, title or interest in or to the Premises. Tenant- Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releases "), hereby release the other party, and its Releases, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. Additionally, Tenant - Seller hereby expressly and unconditionally waives any claims (known or unknown) including loss of goodwill, severance damages, statutory interest, claims for inverse condemnation or unreasonable pre - condemnation conduct, or any other. compensation, damages or benefits, arising from the acquisition of the Premises that Tenant - Seller may have against Buyer, its officials, representatives, and attorneys. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant - Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code § 1542, which provides as follows: 25D -20 "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant- Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future, Nevertheless, Tenant - Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. Tenant - Seller: 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Tenancy Interest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17. AUTHORIZATPON TO EXECUTE. Tenant - Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant - Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 14. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES. REPRESENTATIONS AND COVENANTS OF TENANT - SELLER, Tenant- Seller hereby warrants, represents, and /or covenants to Buyer that: A. To the best of Tenant- Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant - Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. 4 25D -21 C, Until the Closing, Tenant - Seller shall not do anything which would impair Tenant - Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant - Seller's knowledge, all such items are in good working order. E. To the best of Tenant - Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant- Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant- Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant - Seller nor, to the best of Tenant - Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant - 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 Premises. The term "Hazardous Materials" 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 §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" tinder §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 §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 §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article I1 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Glean Water Act, (33 U.S.C. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et (42 U.S.C, 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42, U.S.C. 56901, et seq. (42 U. S, C. S6901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS, To the best of Tenant - Seller's knowledge, the Premises and its use complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state and local laws pertaining to air and water 25D -22 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. 23. INDEMNITY, Tenant - Seller agrees to indemnify, defend and hold Buyer 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 Premises, 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 Premises. 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, 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 acts or omissions of Tenant- Seller herein. 24, ATTORNEYS' FEES. If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document, 26, BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. 6 25D -23 IN WITNESS WHEREOF, the Parties hereto have executed this Purchase and Sale Agreement on the date and year first written above. Mailing Address of Tenant - Seller Mailing Address of Buyer 20 Civic Center Plaza, M -30 Santa Ana, California 42701 Tenant - Seller Phue Due Nguyen dba Nails Prop^ By: ,P-4 1 Q, �t t It" �/ n 1A L/. Its: r-) tA) nJ tr2 Date: t a_�_ Buyer THE CITY OF SANTA ANA By: David Cavazos City Manager Date: Attest: Dy:.._ - Maria D. Huizar City Clerk Date: Approved as to Form:. By: �V J# M. Funk Assistant City Attorney Date: to, ~ Recommended for Approval: By: Fred Mousavipour Executive Director - Public Works Agency 25D -24 LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of Orange, State of California, described as follows: Parcel I of Parcel Map No. 87 -340, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed in Book 237 r 8ges 48, 44 and so of Parcel Maps, records of orange County, California. Assessor's parcel Number: 405- 274 -10 2501-25 J[M ROVEMEVTS NERTMNING TO TAE RE, ALTY NAIL PRO SUITE 1 -0 peen N0' I I N E T DESCRIPTION; Y TENANTIMPROVEMENTS FMV IN PLACE 1 1 SIONAGE EXTERIOR $ 2,830 2 2 (9) LETTERS, INDIVIDUAL, 16" CHANNEL, ILLUM, PLASTIC FACE 3 3 (54) LETTER$, WINDOW PAINT, 5" TO 6 "H 4 (1) MONUMENT SIGN, 1'X4' PLASTIC WNINYL DECAL LETTERING 6 (1) ART, HANDPAINTED, WINDOW, 30 "X10" 4 6 7 1 LOT C/O INTERIOR CONSTRUCTION 1,430 5 8 (320)SF WALL CONSTRUCTION, WOOD FRAME, DBL SIDE DRYWALI. COVER, TEXTURED PAINTED FINISH, NO ELECTRICAL, 9 (1) POCKET, DOOR, 32" 6 10 (1) SCR DOOR 11 12 1 WALL MIRROR, (144)SF 900 13 14 1 WINDOW COVER, VERTICAL BLINDS, 3" PLASTIC, W1 645 15 (3) CURTAINS, BURLAP MATERIAL,120SF 16 17 1 WINDOW SECURITY BARS, FRENCH PANE STYLE, _ 1,910 WELDED STL (162)SF W /SECURITY DOOR 18 19 1 CUSTOM PAINT GRAPHICS, 300 20 ;21, 5 SHELF, 2' -3'L, WALL MOUNT 130 TOTAL TENANT IMPROVEMENTS $ 8,048 �.:trir� 25D -26 RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Exempt from Recording Fee EXHIBIT C Exempt from QUITCLAIM DEED County Assessors Parcel Number: 405 - 274 -10 (1111 N. Bristol, Suite cc, Santa Ana, CA) Transfer Tax FOR A VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged, PHUC DUC NGUYEN DBA NAILS PRO Do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in Exhibit "1" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "2 ", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons, SEE EXHIBIT "1" & "2" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this -4—day of - 2016. By: Da rI C.c c t !� u.i %, t ✓1E ✓ It e: � � r 25D -27 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, STATE OF CALIFORNIA COUNTY OF On Is I aU.°III Ile before e, _U- V Cdy',r O Notary P biic, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is re subscri d to the within instrument and acknowledged to me tha he she /they executed e same in l her /their authorized capacity(ies), and that by( her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct, WITNESS my hand and official seal TIFFANY 0 "j a.0 Notary public - Calilornla t z ; �,, Riverside County Signet z Cemmtesoll # 2146906 Seal) M Comm. Expires Mar 19, 2020 25D -28 LEGAL DESCRIPTION All that certain real property situated in the County of Orange, State of California, described as follows; Parcel 1 of Parcel Map No. 87 -340, in the City of Santa Ana, County of orange, State of California, as shown on a map filed in 8ogk 237 egges 48, 49 and 50 of Parcel Maps, records of Orange County, California, Assessors Parcel Number 405 "274 -i0 2501-29 EXHIBIT "2" DESCRIPTION OF CONVEYED IMPROVEMENTS 11WROVGU MENTS PERTA.ININO TO T= REALTY NAIL PRO SUITE 1 -C L Q - I T • DESCRIPTION: FMV IN N Y TENANT IMPROVEMENTS PLACE L� 1 1 SIGNAGE EXTERIOR 2 (9) LETTERS, INDIVIDUAL, 16" CHANNEL, ILLUM, PLASTIC FACE 3 (54) LETTERS, WINDOW PAINT, 5" TO 8 "H 4 (1) MONUMENT SIGN, 1'X4' PLASTIC W /VINYL DECAL LETTERING 5 (1) ART, HANDPAI'NTED, WINDOW, 30 "X10" 6 , 7 1 LOT CIO INTERIOR CONSTRUCTION 8 (320)SF WALL CONSTRUCTION, WOOD FRAME, DBL SIDE DRYWALL COVER, TEXTURED PAINTED FINISH, NO ELECTRICAL, 9 (1) POCKET, DOOR, 32" 19 (1) STD DOOR 11 12 1 WALL MIRROR, (144)SF 13 14 1 WINDOW COVER, VERTICAL BLINDS, 3" PLASTIC, W/ 15 (3) CURTAINS, BURLAP MATERIAL, 120SF 18 17 1 WINDOW SECURITY BARS, FRENCH PANE STYLE, WELDED STL (162)SF W /SECURITY DOOR 18 19 1 CUSTOM PAINT GRAPHICS, 20 ;21, 5 SHELF, 2' - 31, WALL MOUNT $ 2,830 1,430 900 645 1,910 300 130 TOTAL TENANT IMPROVEMENTS - $ 8,045 _ �__ �__....._.___...... ..._ ...... ._�__ �I�J7y- 25D -30 SELL AND SALVAGE Project: Bristol Street Improvement Project — Phase 3A APN: 405 -274 -10 Tenant - Seller: Reyna Talavera dba Queen's Beauty Salon AGREEMENT FOR ACQUISITION OF TENANT- SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this 1G_ day of C)Ci-c)t >ee-- _, 2016, by and between TIIE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California C'Buyer "), and REYNA TALAVERA DBA QUEEN'S BEAUTY SALON (`Tenant - Seller ") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: 1. AGREEMENT. Tenant - Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant - Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively " Conveyed Improvements ") located in, on, or affixed in any manner to the premises known and numbered as 1111 N. Bristol Street Suite E Santa Ana, California (`Premises ") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any tenancy interest of Tenant - Seller C`Tenancy Interest ") in and to the Premises and the Property. The Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the items described in the list of Improvements Pertaining to the Realty and Moveable Furniture Fixtures and Equipment attached hereto as Exhibit B and Exhibit C. The conveyed Improvements and the Retained Improvements are collectively referred to as the "Improvements." 2. PURCIIASE PRICE. The total purchase price, payable in cash through this Agreement; shall be the sum of: TWENTY SIX THOUSAND AND NINE HUNDRED FORTY NO/100 DOLLARS ($26,940.00) (`Purchase Price ") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit B $20,120.00 Value of Conveyed Moveable Furniture Fixtures and Equipment $6,820.00 on as shown on Exhibit C TOTAL AMOUNT PAYABLE THROUGH TIHS AGREEMENT $26,940.00 3. CONVEYANCE OF INTEREST IN REAL PROPERTY. Tenant - Seller agrees to execute a Quitclaim Deed in the same form as that attached hereto as Exhibit D in favor of Buyer Exhibit 3 25D -31 ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy hrterest. 4. Tenant- Seller will vacate the property by December 31 . 2016. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey from Tenant - Seller to Buyer all of Tenant - Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant - Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING, Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant - Seller hereby warrants and certifies under penalty of perjury that Tenant - Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant - Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant - Seller does not Imow of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. S. PERMISSION TO ENTER PREMISES. Tenant - Seiler hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of malting necessary inspections. 9. BULI{ SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and/or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant - Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction, Buyer will not pay out the withheld funds or disburse any withheld, fimds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A general creditor's claim shall not be deemed to be a claim against any specific item of Improvements and Tenant- Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presuued that Tenant- Seller is entitled to payment Linder this transaction for the Improvements. It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements. 25D -32 11. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which might arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any funds deposited with the Court; in any such eminent domain action, 12. CLOSING. PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenant - Seller for any and all current and /or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and the Tenancy Interest. B. Pay and charge Tenant - Seller for any amount necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this s Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13. FULL AND COMPLETE SETTLEMENT. Tenant - Seller hereby acknowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant- Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for pre - condemnation damages, and any and all other claims that Tenant- Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest (but excluding loss of business goodwill and relocation benefits to which Tenant - Seller may be entitled). Tenant - Seller hereby disclaims any right, title or interest in or to the Premises. Tenant - Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releases "), hereby release the other party, and its Releases, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements, including the Moveable Furniture Fixtures and Equipment, and the Tenancy Interest. Additionally, Tenant - Seller hereby expressly and unconditionally waives any claims (Imown or lurlmown) including severance damages, statutory interest, claims for inverse condemnation or luueasonable, pre - condemnation conduct, or any other compensation, damages or benefits, arising from the acquisition of the Premises that Tenant - Seller may have against Buyer, its officials, representatives, and attorneys. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant - Seller acknowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California Civil Code §1542, which provides as follows: 3 25D -33 "A general release does not extend to claims which the creditor does not laaow or suspect to exist in his or her favor at the time of executing the release, which if lmown by him or her must have materially affected his or her settlement with the debtor." Tenant - Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. Tenant - Seller: 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Tenancy Interest acid the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant - Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest, 17. AUTHORIZATION TO EXECUTE. Tenant - Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant - Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer for any purpose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstaiding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this trausaction. 20. WARRANTIES, REPRESENTATIONS AND COVENANTS OF TENANT - SELLER. Tenant - Seller hereby warrants, represents, and /or covenants to Buyer that: A. To the best of Tenant - Seller's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency. B. Until the Closing, Tenant -Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. 4 25D -34 C. Until the Closing, Tenant - Seller shall not do anything which would impair Tenant - Seller's title to the Premises, the Improvements or the Tenancy Interest. D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant - Seller's knowledge, all such items are in good working order, E. To the best of Tenant - Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant - Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant - Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE. Neither Tenant - Seller nor, to the best of Tenant - Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant- 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 Premises. The term "Hazardous Materials" shall mean any substance, material, or waste which is or becomes regulated by arty local govermnental 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" la rider §25115, §25117 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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" Linder §25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (viii) listed. Larder 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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. 56901 et seq. (42 U.S.C, 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. 56901, et seq. (42 U, S.C. 56901). 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant - Seller's knowledge, the Premises and its use complies with all applicable laws and govermitental regulations including, without limitation, all applicable federal, state and local laws pertaining to air and water 5 25D -35 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 Envirommental Protection Agency and all applicable federal, state and local agencies and bureaus. 23. INDEMNITY. Tenant - Seller agrees to indemnify, defend and hold, Buyer 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 Premises, 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 Premises. 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, 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 acts or omissions of Tenant - Seller herein. 24. ATT'ORNEYS' FEES. If legal action is required. in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document, 26. BINDING EFFECT. 'The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement, IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. 6 25D -36 Mailing Address of Tenant- Seller I I I I N. Bristol St., Suite E Santa Ana, CA 92703 Mailing Address of Buyer 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Tenant - Seller Reyna Talavera dba Queen's Beauty Salon By: c- Its: a G' Date: 0 Buyer THE CITY OF SANTA ANA By: David Cavazos City Manager Date: Attest: By: Maria D. Huizar City Clerk Approved as to Form: By: Jo i M. Funk Assistant City Attorney Recommended for Approval: By: Fred Mousavipour Executive Director - Public Works Agency Date: 25D -37 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the County of orange, State of Califomia, described as follows: Parcel z of Parcel Map No. 87 -340, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed In nook 7 Pages 48, 49 and 50 of Parcel Maps, records of orange County, California. Assessor`s parcel Number: 445 - 274 -14 25D -38 EXHIBIT B IMPROVEMENTS PERTAINING TO THE REALTY QUEENS BEAUTY SALON SUITE E FAIR MARKET VALUE IN -PLACE DATE OF VALUE: DECEMBER 18, 2018 Q T DESCRIPTION; FMV IN Y TENANT& FEE IMPROVEMENTS PLACE (NOTE; TENANT OR'S 80UM ITAS A GOING CONCERN 8ll5lNESS) 1 SIGNAGE EXTERIOR $ 3,265 (13) LETTERS, INDIVIDUAL, MTL CHANNEL, ILLUM, 8" PLASTIC FACE, (5) LETTERS, MATCHING, 18" (2) MONUMENT SIGN, 1'X4' PLASTIC WNINYL DECAL LETTERING 1 FLOORING, (40'X20') TILE, CERAMIC, 12 "80 $ 7,200 1 SECURITY WINDOW BARS, FOLDING(180)SF, $ 2,835 1 WINDOW COVER, BLINDS, SUNSHADE MATERIAL (180)SF 1 LOT OF MATCHING JADE LAMINATE FINISHED SALON $ 6,820 FIXTURES, (SOME PIECES ARE WALL MOUNTED, SOME ARC FREE STANDING -IF SEPARATED, LOSES VALUE-CAN BE TREA TED AS MOVEABLE) (7) SALON WALL TABLES, 1'X4' (7) WALL MIRRORS, 3'X5' (1) HAIR WASH STATION, 2 BOWLS, OVERHEAD CABINETS WI ASSOCIATED PLUMBING, 8LF (1) SHOWCASE, DBL DOOR, 2 SHELF, 50 "X70 "H (1) CASH COUNTER AND DISPLAY CASE, (10)LF, 1 PRIVACY CURTAIN, CEILING MOUNTED 12LFX9'H 4 WALL CABINETS, WOODILAM, DBL DOOR 36 "W TOTAL TENANT OWNED IMPROVEMENTS 25D -39 $ 20,120 EXHIBIT C MOVEABLE FURNITURE FIXTURES AND EQUIPMENT QUEENS BEAUTY SALON SUITE E FAIR MARKET VALUE IN-PLACE DATE OF VALUE: DECEMBER 1B, 2015 O DESCRIPTION: FMV IN T MOVEABLE FURNITURE, FIXTURES AND PLACE Y EQUIPMENT 5 SALON CHAIRS, FOOT ADJ, SS PED AND TUBE $ 1,590 FRAME, VINYL, 2 SALON CHAIRS, RECLINE, WJ ADJUSTABLE HEIGHT 520 AND HEAD REST 1 L07 CIO 3400 (7) SALON CHAIR COMFORT MATTS (6) STYLIST EQUIPMENT CART, PLASTIC. MOBILE (1) WAXING LOUNGE CHAIR, ADJUSTABLE (3) MIS G STOOLS (1) DELIVERY TABLE (2) HAIR WASH SALON CHAIRS (9) CHAIRS, STACKABLE, MTL FRAMENINYI, (1) WALL CLOCK, MINI GRANDFATHER (1) MUSIC STEREO SYSTEM, A SPEAKERS, ISYMPHONY, SONY RECEIVER STR -D8030 (1) COMMERCIAL FLOOR MATT, QUEENS LOGO, 3'X9' (1) MAGAZINE RACK, 4 SLOT (2) AIR BLOWER, LASKO (15) MISC PLANTS AND PLANTERS (4) MISC WASTE CANS (1) MISC BROOMS, DUST PANS, MOP, BUCKET (1) REFER, STD, FRIG1DAIRE (2) SHELVING UNIT, 2" STL TUBE FRAME, MTI. PERF DECK (1) MONITOR, SONY'17" (1) MICROWAVE, MAGIC CHEF (1) BUTCHER BLOCK TABLE, MOBILE, (35) STORAGE BINS, STACKABLE, PLASTIC (2) PARTITION PANELS, 6'X6' (i) WALL.. MIRROR, :3'X6' (1) PHONE, VTECH, LCD DISPLAY (I) CASH REGISTER, SHARP XE -A101, WICASH DRWR 1 SIGNAGE 3SU (1) LED PROGRAMMABLE, 20 "X86" (1) LI=D "OPEN" SIGN 1 FACIAL MALI -LINE, CSC, ;N130642, W/ FLUOR MAG 340 LIGHT 1 WASHERIDRYER SET, GE AND MAYTAG 000 TOTAL MOVEABLE FFBE 25D -40 $ 6,820 EXHIBIT D RECORDING, REQUESTED BY; THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R &T Code § 11922 QUITCLAIM DEED County Assessor's Parcel Number: 408- 274 -10 (1 Ill N. Bristol, Suite E, Santa Ana, CA) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, REYNA TALAVERA DBA QUEEN'S BEAUTY SALON Do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in Exhibit "1" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit "2 ", list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "1 "& "2" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this;. day of d 02ro -pt' , 2016. � K By: 25D -41 (� CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of orahAf, ) on tl Qx&ef A f ,)-o I before me, J911 L� ,_ Mtfit N Nt li rr _____, Date Here Insert Name and Title of the Officer personally appeared _ Rj VI iL TQA aYPA Ol Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within Instrument and acknowledged to me that he /she /they executed the same In his /her /their authorized capacity(les), and that by his /her /their signature(s) on the Instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the Instrument. 7y+e---.++-+ JULY 7 Notary Public - California Orange County Commission N 2150099 1 4 Comm. Esc lris Air 23,1020 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. Signatur S nature of Notary Public Place Notary Seal Above OPTIONAL -°- Though this section Is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: aWt(AV. M blUd Document Date: 0 (; O ltr as f { (6 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: N?4If 0. TOA 01,W" D Corporate Officer — Title(s): O Partner �— D Limited 1:1 General Individual D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: Signer's Name: • Corporate Off [car — Title(s): • Partner — D Limited D General • Individual D Attorney in Fact • Trustee D Guardian or Conservator fl ClthPr: Signer Is Representing: 02016 National Notary Association • www.NationalNotary.org • 1- 800 -US NOTARY (1- 800 -876 -6827) Item #5907 25D -42 EXHIBIT "1" LEGAL DESCRIPTION All that ceitaln real propeity situated in the County of Orange, State of California, described as follows: Parcel 1 of Parcel Map No. 87 -340, In the City of Santa Ana, County of Orange, State of California, as shown on a map filed in Boo ,,,Z37 Pages 48, 49 and 50 of Parcel Maps, records of Orange County, California. Assessor's Parcel Number: 405 - 274 -10 25D -43 EXHIBIT "2" DESCRIPTION OF CONVEYED IMPROVEMENTS QUEENS BEAUTY SALON SUITE E FAIR MARKET VALUE IN -PLAOE DATE OF VALUE: DECEMBER 18, 2015 T DESCRIPTION; FMV IN Y TENANT & FEE IMPROVEMENTS PLACE iSVOTE' TENMT PR'S BOUGHTASA GOWO CONCERNBUSWF$$S SICNAGE EXTERIOR $ 3,260 (13) LETTERS, INDIVIDUAL, MTL CHANNEL, ILLUN, 8" PLASTIC FACE, (8) LETTERS, MATCHING, 113" (2) MONUMENT SIGN, I'X4' PLASTIC WIVINML DECAL LETTERING 1 FLOORING, (40'X20`) TILE, CERAMIC, 12 "80 $ 7,200 I SECURITY WINDOW BARS, FOLDING(18l))SF, $ 2,835 1 WINDOW COVER, Ei.IKOS', SUNSHADE MATERIAL (I so)SF LOT OF WATCHING JADE LAMINATE FINISHED SALON FIXTURE'S, (SOME RECES ARE WALL MOUNTED, SOMaARR FREE 'STANDIMO 49SEPARATED, LOSE$ NALVECANS17 TREATED AS MOV,EAIXE) (7) SALON WALL TABLES, 1 %4" (7) WALL MIRRORS, &XV (1) HAIR WASH STATIONy 2 BOWLS, OVERHEAD CA13INETS W1 ASSOCIATED PLUMBING, 8LF (1) SHOWCASE, 031. DOOR, 2 SHELF, 50 ®)(70 "H (1) CASH COUNTER AND DISPLAY CASE, (10)LF, 'I PRIVACY CURTAIN, CEILING MOUNTED 12LFX9'H A WALL CABINETS, WCODILAM, DSL DOOR SOW TOTAL TENANT OWNED IMPROVEMENTS 2501-44 $ 20,120 SELL OF IPR AND GOODWILL Project: Bristol Street (movement Project— Phase 3A APN: 405 - 274-10 Tenant - Seller: Hugo Solorzano Hernandez dba Huaos Canputer AGREEMENT FOR ACQUISITION OF TENANT - SELLER'S INTEREST IN REAL PROPERTY THIS AGREEMENT ( "Agreement ") is entered into as of this day of 120t6, by and between THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized, under the Constitution and laws of the State of California ( "Buyer "), and HUGO SOLORZANO HERNANDEZ DBA HUGOS COMPUTER ("Tenant - Seller") for the acquisition by Buyer of certain interests in real property described herein. IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: I, AGREEMENT. Tenant - Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and acquire from Tenant - Seller, upon the terms and for the consideration set forth in this Agreement, (a) all right, title and interest, in and to certain improvements, including fixtures and equipment (collectively " Conveyed Improvements ") located in, on, or affixed in any manner to the premises known mid numbered as 1 -I II N Bristol Street Suite H Santa Ana, California C'Premises ") which Premises are part of that real property described in Exhibit A attached hereto, located in the City of Santa Ana, Orange County, California ( "Property "), and (b) any tenancy interest of Tenant- Seller ( "Tenancy Interest ") in and to the Premises and. the Property. The Conveyed Improvements are a part of the Premises, and specifically include, without limitation, the iteims described in the list of Improvements Pertaining to the Realty attached hereto as Exhibit B. The Conveyed Improvements referred to as the "Improvements." 2. PURCHASE PRICE. The total purchase price, payable in cash through this Agreement, shall be the sum of: FORTY ONE THOUSAND TWO HUNDRED NINETY NO /100 DOLLARS ($41,290,00) ( "Purchase Price ") which is computed as follows: Value of Conveyed Improvements as shown on Exhibit $4,790.00 Loss of Business Goodwill $36,500.00 TOTAL AMOUNT PAYABLE THROUGH THIS AGREEMENT $41,290.00 3. CONVEYANCE OF INTEREST IN REAL PROPER_Y. Tenant-Seller agrees to execute a Quitclaim ,Deed in the same form as that attached hereto as Exhibit C in favor of Buyer ( "Quitclaim Deed "), relinquishing, releasing, and forever quitclaiming to Buyer all right title and interest in and to the Tenancy Interest. Exhibit 4 25D -45 4. Tenant - Seller will vacate the property by January 31, 2016. 5. CONVEYANCE OF INTEREST IN IMPROVEMENTS. The Quitclaim Deed will also convey front Tenant - Seller to Buyer all of Tenant - Seller's interest in and to the Improvements, which conveyance shall be free and clear of all recorded and unrecorded encumbrances, liens, assessments, leases, and taxes. Unless otherwise provided, recording of the Quitclaim Deed and Closing (as defined below) of the transaction described herein shall be subject to Tenant- Seller's vacation of the Premises and proof of clear title to all said Improvements having been obtained and received by Buyer in accordance with Paragraphs 8 and 9 of this Agreement. 6. RECORDING. Recordation of any documents delivered through this Agreement is authorized if necessary or proper, upon acceptance by Buyer as described herein. 7. CERTIFICATION OF OWNERSHIP. Tenant - Seller hereby warrants and certifies under penalty of perjury that Tenant - Seller is the owner of the Improvements and that no document has been signed by or on behalf of Tenant - Seller for the purpose of creating any lien, encumbrance, or security interest in any of the Improvements, and that the Tenant - Seller does not know of any claim of lien, encumbrance, or other security interest therein, EXCEPT: (a) Trust Deeds on the Property, duly recorded; and (b) real and personal property taxes. 8. PERMISSION TO ENTER PREMISES. Tenant - Seller hereby grants Buyer or its authorized agent's permission to enter upon the Premises at all reasonable times prior to Closing of this transaction for the purpose of making necessary inspections. 9. BULK SALE. In order to establish proof of clear title to the Improvements, Buyer may publish a Notice to Creditors pursuant to the Bulk Sales Law of the State of California and obtain a title report and /or a report from the Secretary of State's Office as to filings of security interests covering the Improvements. 10. CONFLICTING INTERESTS. In the event any conflicting claim of title or any security interest or lien of any kind is discovered or asserted as to any of the Improvements, Buyer shall, upon receiving notice or knowledge thereof, withhold an amount otherwise payable to Tenant- Seller as is reasonably necessary, in the sole opinion of Buyer, to protect Buyer against such claim of interest or lien. The withholding of such funds shall not prevent Closing of this transaction if the total funds to be withheld from Tenant - Seller do not exceed the net amount to be paid to Tenant - Seller through this transaction. Buyer will not pay out the withheld funds or disburse any withheld funds to any claimant or other party (except upon court order or levy) without the written consent of Tenant - Seller. A general creditor's claim shall net be deemed to be a claim against any specific item of hnprovements and Tenant - Seller hereby agrees to accept all responsibility therefore. Unless otherwise provided, it shall be presumed that Tenant- Seller is entitled to payment under this transaction for the hnprovements, It shall be presumed that the Property owner is the owner of all improvements, fixtures and equipment associated with the Premises other than the Improvements, J 1. DISMISSAL OF EMINENT DOMAIN ACTION. If Buyer has previously filed an action to condemn the Tenancy Interest and /or Tenant - Seller's interest in the Improvements, Tenant - Seller hereby consents to the dismissal of such action and waives any claims for compensation, costs, attorney's fees and deposits in said action, or any claim whatsoever which 25D -46 inight arise out of the filing of such action, whether or not such claim is specifically identified herein. Tenant - Seller hereby authorizes Buyer to withdraw and make payable to Buyer any finds deposited with the Court in any such eminent domain action, 12. CLOSING; PURCHASE PRICE ADJUSTMENTS. Recording of the Quitclaim Deed by Buyer will constitute "Closing" of this transaction. At Closing, Buyer will pay the Purchase Price to Tenant - Seller, subject to the following adjustments: A. Pay and charge Tenant - Seller for any and all current and /or delinquent taxes and any penalties and interest thereon, and for any delinquent or non - delinquent assessments or bonds against the Improvements and the Tenancy Interest, B. Pay and charge Tenant - Seller for any amourit necessary to place title in the condition necessary to satisfy Paragraphs 4 and 9 of this Agreement; C. Disburse funds when conditions of this Agreement have been satisfied by Buyer and Tenant - Seller. 13. PULL AND COMPLETE SETTLEMENT. Tenant -Seller hereby acktiowledges that the compensation paid to Tenant - Seller through this Agreement constitutes the full and complete settlement of any and all claims against Buyer, resulting from or arising out of Buyer's acquisition of the Property and the Tenancy Interest and any dislocation of Tenant - Seller from the Premises, specifically including, but not limited to the value of the Improvements, leasehold improvements, any and all claims for rental or leasehold value and any and all claims in inverse condemnation and for pre - condemnation damages, and any and all claims For loss of business goodwill, and any and all other claims that Tenant - Seller may have, whether or not specifically mentioned here, relating directly or indirectly to the acquisition by Buyer of the Property, the Improvements and the Tenancy Interest, and the loss of business goodwill (but excluding relocation benefits to which Tenant - Seller may be entitled). Tenant - Seller hereby disclaims any right, title or interest in or to the Premises. Tenant - Seller and Buyer and each and all of their agents, representatives, attorneys, principals, predecessors, successors, assigns, administrators, executors, heirs, and beneficiaries (collectively "Releases "), hereby release the other party, and its Releases, and each of them from any and all obligations, liabilities, claims, costs, expenses, demands, debts, controversies, damages, causes of action, including without limitation those relating to just compensation or damages which any of them now have, or might hereafter have by reason of any matter or thing arising out of or in any way related to any condemnation action affecting the Property, the Improvements and the Tenancy Interest. Additionally, Tenant - Seller hereby expressly and unconditionally waives any claims (known or unknown) including loss of goodwill, severance damages, statutory interest, claims for inverse condemnation or unreasonable pre - condemnation conduct, or any other compensation, damages or benefits, arising from the acquisition of the Premises that Tenant - Seller may have against Buyer, its officials, representatives, and attorneys. 14. ACKNOWLEDGMENT CONCERNING CIVIL CODE SECTION 1542. Tenant - Seller aclmowledges that it has been advised by its attorneys concerning, and is familiar with, the provisions of California. Civil Code § 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of 25D -47 executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Tenant - Seller acknowledges that it and any others acting on its behalf herein may have sustained damage, loss, cost, or expenses that are presently unknown and unsuspected and which may give rise to additional damages, loss, costs, or expenses in the future. Nevertheless, Tenant - Seller acknowledges that this Agreement has been negotiated and agreed upon in light of that situation and hereby expressly waives any and all rights which it or others acting on its behalf may have under California Civil Code §1542, or under any statute or common law or equitable principle of similar effect. Tenan �'% t - Seller: `� / 15. CONTINGENCY. Transaction is subject to and contingent upon receipt by Buyer of the duly executed Quitclaim Deed from Tenant - Seller with respect to the Tenancy hnterest and the Improvements. This transaction is further subject to and contingent upon approval and acceptance by Buyer. 16. AGREEMENT TO EXECUTE. Tenant -Seller and Buyer agree to execute and file any additional agreements, consents or other documents reasonably necessary to effect the full and complete settlement and purchase of the Improvements and the Tenancy Interest. 17, AUTHORIZATION TO EXECUTE. Tenant - Seller and Buyer represent and warrant that the persons executing this Agreement are duly authorized to do so and to act on behalf of Tenant- Seller and Buyer respectively. 18. COMPROMISE IN SETTLEMENT. This Agreement is a compromise in settlement of pending or potential litigation between Tenant - Seller and Buyer and shall never be treated as an admission by Buyer for any propose of liability or as to value of any property or claim. 19. SURVIVAL OF RIGHTS AND OBLIGATIONS. Notwithstanding the releases contained herein and agreement concerning this transaction, all the rights and obligations created under and pursuant to this Agreement shall survive the execution of the Agreement, the releases contained herein and the Closing of this transaction. 20. WARRANTIES REPRESENTATIONS AND COVENANTS OF TENANT - SELLER. Tenant - Seller hereby warrants, represents, and /or covenants to Buyer that: A. To the best of Tenant - Sellers knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Improvements, the Tenancy Interest or any portion thereof, at law or in equity, before any court or governmental agency, B. Until the Closing, Tenant - Seller shall maintain the Improvements and the Premises in good condition and state of repair and maintenance, and shall perform all of its obligations under any service contracts or other contracts affecting the Improvements and the Premises. C. Until the Closing, Tenant - Seller shall not do anything which would impair Tenant - Seller's title to the Premises, the hmprovements or the Tenancy hnterest. 25D -48 D. All utilities including gas, electricity, water, sewage, and telephone, are available to the Premises, and to the best of Tenant - Seller's knowledge, all such items are in good working order. E, To the best of Tenant - Seller's knowledge, neither the execution of this Agreement nor the performance of the obligations herein will conflict with, or violate any of the provisions of any bond, note, evidence of indebtedness, contract, lease, or other agreement or instrument to which Tenant- Seller, the Premises, the Improvements or the Tenancy Interest may be subject. F. Until the Closing, Tenant - Seller shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Paragraph 20 not to be true as of Closing, immediately give written notice of such fact or condition to Buyer. 21. HAZARDOUS WASTE, Neither Tenant - Seller nor, to the best of Tenant - Seller's knowledge, any previous owner, tenant, occupant or user of the Property or the Premises, has 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 the Premises, or transported any Hazardous Materials to or from the Property or the Premises. Tenant - 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 Premises. The term "Hazardous Materials" 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 §25115, §251.17 or §25122.7, or listed pursuant to §25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under §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 §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 §25251 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated byphenyls, (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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Reso4 ce Conservation and Recovery Act, 42 U.S.C. 56901 et seq. (42 U.S.C. 56903) or (xi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42. U.S.C. 56901, et seq. (42 U.S.C. 56901), 22. COMPLIANCE WITH ENVIRONMENTAL LAWS. To the best of Tenant - Seller's knowledge, the Premises and its use 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 Envirommental Response Compensation and Liability 25D -49 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, 23. INDEMNITY. Tenant -Seller agrees to indemnify, defend and hold Buyer 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, tinder, in, or about, or the transportation of any such materials to or from, the Premises, 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 Premises. 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 siclmess, disease or death, tangible or intangible property damage, 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 acts or omissions of Tenant - Seller herein. 24. ATTORNEYS' FEES, If legal action is required in order to construe or enforce any provision of this Agreement, the party prevailing in such action shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as its attorneys' fees and costs. 25. COUNTERPARTS. This Agreement may be executed in counterparts and when so executed by both parties, each counterpart will constitute an original document. 26. BINDING EFFECT. The terms, conditions, covenants and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the parties hereto. 27. ENTIRE AGREEMENT. This Agreement contains the entire agreement between both parties; neither party relies upon any warranty or representation not contained in this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year set forth hereinabove. 25D -50 Mailing Address of Tenant- Seller Edward O. Lear, Esq. CENTURY LAW GROUP LLP 5200 W. Century Blvd., Ste. 345 Los Angeles, California 90045 Mailing Address of Buyer 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Tenant - Seller Hugo Solorzano Hernandez dba Hugos Compu/tteer/ ( � By: " t "! P es(7 7 f9 (a 'Y Lo LLI Its:�v Date Buyer THE CITY OF SANTA ANA By: David Cavazos City Manager Attest: By: Maria D. Huizar City Clerk Date: Approved as to Form: By: - I 1X'0' LA Jo M. Funk As istant City Attorney t0-4 -- I � Recommended for Approval: By: Fred Mousavipour Executive Director - Public Works Agency Date: 7 25D -51 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY All that certain real property situated in the county of orange, state of California, described as follows: Parcel I of Parcel Map No. 87-340, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed In ggo 23 Pages 4g, 49 and 50 of Parcel Maps, records of Orange County, California. Assessor's Parcel Number: 405:.2_74-10 M 25D-52 EXHIBIT B IMPROVEMENTS PERTAINING TO THE REALTY T DESCRIPTION: FMV IN Y TENANTIMPROVEMENTS PLACE I SIGNAGE EXTERIOR S 3,156 (6) LETTERS, INDIVIDUAL, ID' CRANNEL. ILLUNI, PLASTIC FACE (0) LETTERS, INDIVIDUAL, 14' CHANNEL, ILLUM, PLASTIC FACE (0) MONUMENT SIGN, I'X3' PLASTIC WNINYL DECAL LETTERING (6)SF WINDOW PAINT SIGNAGE, (8)SF WINDOW PAINT SIGNAGE, (12) LETTERS, WINDOW PAINT; 4' (PHIL) I LOTC(O MISG IMPROVEMENTS 1,635 (48)LF OF SHOP MADE. SHELVING WIFABRIC COVER, STAPLED, WITH (20)LF X 6'H SHOP MADE PARTITION, PLYWOOD, 21X4' FRAME (30)LF SHOP MADE SHELVIENG (BACK ROOM) RAW FINISH (IS)LF WORK COUNTER, MIX OF PRODUCTION AND SHOP MADE (420)SF SLOT BOARD DISPLAY PANEL, ASSOCIATED BRACKETS,PEGS (150)LF OF SHELVING, WHITE BOARD, IvITL BRACKETS (1) SECURITY DOOR, WOROUGHT IRON 36 7108" TOTALTENANTIMPROVEMENTS 2501-53 $ 4,780 EXHIBIT C RECORDING REQUESTED BY: THE CITY OF SANTA ANA AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza, M•30 Santa Ana, California 92701 Exempt from Recording Fee Exempt from Documentary Transfer Tax Pursuant to Government Code Section 6103 Pursuant to R&T Code § 11922 County Assessor's Parcel Number: 405 - 274 -10 (1111 N. Bristol, Suite H, Santa Ana, CA) FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, HUGO SOLORZANO HERNANDEZ DBA COMPUTER REPAIR Do(es) hereby REMISE, RELEASE AND FOREVER QUITCLAIM to the THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California, the real property in the City of Santa Ana, County of Orange, State of California, described as all right title and interest in and to the following described real property in Exhibit "1" including any and all leasehold interest, title and interest in and to the improvements pertaining to the realty which are attached or affixed in any manner to the following described real property specifically including, but not limited to the items in Exhibit '7% list of Improvements Pertaining to the Realty, (fixtures and equipment), attached hereto and by this reference made a part hereof, which are either generally or for purpose of this deed a part of that parcel of real property in the City of Santa Ana, County of Orange, State of California, described as follows: Grantor for himself, his heirs, representatives and assigns covenants and warrants that: 1) Grantor is the sole owner of the itemized Improvements Pertaining to the Realty conveyed by this Quitclaim Deed free from all liens and encumbrances, and 2) Grantor will defend the title and quiet enjoyment of the real property described above,, including all Improvements Pertaining to the Realty, against all demands and claims of all persons. SEE EXHIBIT "1" & "2" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF IN WITNESS WHEREOF, the grantor hereto has caused this Quitclaim Deed to be executed as of this J1 day of OGt W 2016, BY: �_. sl uL r Gtvvy'� Date: : C? / 2 � 1 25D -54 1011lellllfiifii LEGAL. DESCRIPTION All that certain real property situated in the County of Orange, State of California, described as follows: Parcel 1 of Parcel Map No. 87 -340, in the City of Santa Ana, County of Orange, State of California, as shown on a map filed in @ook 237 Paaes 48, 49 and 50 of Parcel Maps, records of orange County, California. Assessor's Parcel Number: 405- 274 -10 25D -55 . Q EXHLBIT "T' DESCRIPTION OF CONVEYED IMPROVEMENTS DESCRIPTION; TENANT IMPROVEMENTS FMV IN PLACE 1 SIGNAGCEXTERIOR (0) LETTERS, INDIVIDUAL, 10' CHANNEL, ILLUM, PLASTIC FACE (0) LETTERS, INDIVIDUAL, 14' CHANNEL, ILLUM, PLASTIC FACE (0) MONUMENT SIGN, 1'X3` PLASTIC WNINYL DECAL LETTERING (8)$F WINDOW PAINT SIGNAGE, (8)gcWINDOW PAINTSIGNACE, (12) LETTERS. IVINDOFV PAINT, 4" LOT C!O MISO IMPROVOtIENTS (48ff OF SHOP MADE SHELVING W /FABRIC COVER, STAPLED, WITH (20JLF X WH SHOP MADE PARTITION, PLYWOOD, 2 "X4" FRAME (30)LF SHOP MADE SHELVIENG (BACK ROOM) RAW FINISH (15jLF WORK COUNTER, MIX OF PRODUCTION AND SHOP MADE (4K)SF SLOT BOARD DISPLAY PANEL, ASSOCIATED BRACKETS,PEGS (1500 OF SHELVING, WHITE BOARD, MTL BRACKETS (1) SECURITY DOOR, iVOROUGHT IRON 301(108' TOTAL. TENANT IMPROVEMENTS 25D -56 $ 3,156 I'mr, $ 4,790 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of UridhOf', ) On f li6CCdS g_ before me, j Ll( " Pot ((O Date Here Insert Name and Title of the Officer personally appeared hup J'91ftLtA o Name(s) of Signer(s) who proved to me on the basis of satisfactory to be the person(s) whose names) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. e JY LY Not • California County Co 2150099 9011111co A 's' 2 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hard and official seal. of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: aW b Document Date: ttlJCol 26 r Signer(s) Other Than Named Above': Capacity(ies) Claimed by Signer(s) Signer's Name: -- - •Corporate Officer = Title(s): -- • Partner — D Limited ❑ General • Individual ❑ Attorney in Fact • Trustee ❑ Guardian or Conservator • Other: Signer Is Representing: Number of Pages: Signer's Name: Cl Corporate Officer — Title(s): D Partner — © Limited D General D Individual ❑ Attorney in Fact ❑ Trustee D Guardian or Conservator n Other: Signer Is Representing: 02016 National Notary Association • www.NationalNotary.org - 1- 800 -US NOTARY (1- 800 -876 -6827) Item #5907 25D -57 25D -58 0 W971 If OTM M1 ' CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: APPROVE PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741, NON - GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C} l CITY MAN ER • +r - s APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2 "a Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute Purchase Agreement for the real property acquisition, temporary construction easement, and goodwill (if any) with property owner listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type Louella May McNeal, Leslie Maureen McNeal, Marlene 1 Leigh McNeal and James 2215 & 2219 S. Bristol Street Full $1,108,700 H. McNeal III, Co- Trustees (APN 015 - 194 -38 & 39) of the J. Walter Schaefer Testamentary Trust DISCUSSION Bristol Street is a north -south transportation facility which is designated as a major arterial highway in the City's Circulation Element of the General Plan. Improving the 3.9 -mile Bristol Street segment from Warner Avenue to Memory Lane has been a long -term priority project that is being constructed in several phases. Improvements include widening the street from two to three lanes in each direction, raised landscape medians, and adding bike lanes. The City is acquiring properties for the development of Phase 4, bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by spring 2017, and construction is anticipated to begin in summer 2017. 25E -1 Purchase Agreements for Real Property Acquisition Bristol Street Improvements Phase 4 December 6, 2016 Page 2 The property acquisition is necessary to accommodate the improvements and widening for Phase 4 (Exhibit 1). The purchase offer was determined based on appraised value prepared by a California State licensed appraiser and was accepted by the property owners. The compensation amount is listed above and shown in the attached agreement (Exhibit 2). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans /projects). ENVIRONMENTAL IMPACT In 1990, City Council approved the Bristol Street Final Environmental Impact Statement /Environmental Impact Report (FEIS /EIR No. 89 -01). Due to several minor design modifications in Phase 4, which lies between Warner Avenue and St. Andrew Place, an Addendum to the FEIS /EIR was prepared and adopted pursuant to the California Environmental Quality Act by City Council on April 7, 2015. FISCAL IMPACT Funds in the amount of $1,108,700 are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2016 -2017: $554,350 in the Select Street Construction Fund (Account No. 05917661 - 66100), and $554,350 in the Measure M2 Street Construction Fund (Account No. 03217663 - 66100), subject to nonsubstantive changes. Fr &d Mousavipour Executive Director Public Works Agency FM /EWG /JG /ML APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. Location Map 2. Agreement for APN 015 - 194 -38 & 39 25E -2 MATCHLINE SEE BELOW RIGHT I I I i I I I 40 &33847 r �, I I I I ST GERTRUDE PL j 1408-471-01; 40&471 -17 I 44e- 17,.58 i iW I I I F.V m m _..-4 415.194 -24. ;015 - 194.28; 'Rt &134 -95; ' WARNER AVENUE - -r �I LEGEND — SUBJECT PROPERTY — 3.000IAF -9 PF➢PEATIE`. SANTA ANA P DECEMBER BE COUNCIL 6,201 1 PUBLIC WQRKs 4ENCY � I _• -r- -T---T--� --M"i -r-- -r --T -.. ST ANDREW PL {� r } CARLTON PL ..7- -7 —F —r - - -LV - 1 W s� -- {--- { —...�- I a`W GLENWOOD PL J - .7._T..T...,.. 0 .- 7_7_. -T._ r .t..t m CAMDEN PL o r-- r-- 1r - - -r -- ST ANNE PL I MATCHLINE SEE TOP LEFT EXHIBIT 1 PURCHASE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO. 116741 NONGENERAL FUND) [Strategic Plan No. 6, 1, G and 3, 2, C) 25E -3 PAGE 1 OF 1 25E -4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), is entered into on , 2016, 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 "), which has threatened condemnation as legally described In Internal Revenue Code Section 1033, and LOUELLA MAY McNEAL, LESLIE MAUREEN McNEAL, MARLENE LEIGH McNEAL and JAMES H, McNEAL III, CO- TRUSTEES OF THE J. WALTER SCHAEFER TESTAMENTARY TRUST, DATED OCTOBER 29, 1981 (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 2215 & 2219 S, Bristol St. Santa Ana, CA 92704) (APN 015 - 194 -38 & 89) 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 First American Title Insurance Company, 2 First American Way, Santa Ana,.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 Seiler 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), Ilan, cloud or defect in title, shall not constitute a waiver by City of Its right to the full and clear title hereinabove agreed to he 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 One Million and Seventy Seven Thousand Dollars ($1,077,000,00) Insuring the title of the City to said real property Is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of Its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action Exhibit 2 25E -5 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 First American Title Insurance Company, 2 First American Way, Santa Ana, 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 acrd the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow, Escrow to dose 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 cosee 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 "a" 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, cast of title insurance, re- conveyance fees, document preparation fees, escrow fees and any ether 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. 51 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 50961 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 Purch se Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the fill purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of One Million One Hundred Eight Thousand and Seven Hundred Dollars ($1,108,700.00), derived as shown in Exhibit "C "- Fair Market Value of the Subject Property.. City agrees to deposit said purchase price In escrow with the Escrow 25E -6 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. Rental and Occupancy By Salle r. 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 he 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) arid. 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. 8. 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 contalned herein. 10. Heirs Assigns, Successors- in- Interost' This PSA, and all the terms, oovenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11, Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12, Just Compensation, Seller acknowledges and agrees that said purchase price is just compensation at fair market value for the threatened condemnation by the City regarding said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Acknawledgmeni cf 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 25E -7 acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ( "severance damages "); precondemnatlon damages; claims for Inverse condemnation; loss of goodwill and /or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, Inventory, equipment and /or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263,615; any other rights conferred upon 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. 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 Seiler, 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 14„ Notice . The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.Q. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 414 W, Elm Avenue, Burbank, CA 91506 -8204, 15, Exceptions. City agrees to accept title to said real property subject to the following; NONE 16. Entire A regiment, 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($) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17, Haza_ gu_sWasta. 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 (1) defined as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section 25115, 25117 or 251227, 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 67 (Underground 25E -8 Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vil) 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. 56901 ek sea, (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42, U,S,C. 59601 e ems' , (42 U,S,C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertalning 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, slate, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising cut of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (11) 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 expanse arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This Indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow, 20, Continaenny. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein, The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City, 22. Par ial 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 remelning provisions of this PSA shall remain in full force. 23. GC_ aptiorrs. Captions and headings In this PSA, including the title of this PSA, are for convenience only and are not to be considered In construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25E -9 25. No Reliance By One Party on The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question, 26. No Third Party_Benefictary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty 7o Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 26. Applicability of Agreement To Assianees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29, Authority to Execute Agreement. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, Including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, 30. Inc r oration of kj, All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25E -10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above, SELLER: Louella May McNeal, Trustee of the J. Walter Schaefer Testamentary Trust, Dated October 29, 1981 �n / G✓��2`{� " /�c ✓C Date: e( 2016 Guella,May McNeal U u � A / Date: °�, � 2016 L ie our cNeal [Kq��A-k tDate: 2016 Marlene Leigh McNeal Date: Cfi ( 2016 am es H. cNeal III City /Buyer City of Santa Ana Date: David Cavazos City Manager Attest: _ Date: Maria D. Huizar City Clerk 25E -11 Uilft. 2016 Approved as to Form: Z nk�� tant City Attorney RECOMMENDED FOR APPROVAL: Date: r' - .,,.(_ 2016 Date: 2016 Fred Mousavipour Executive Director Public Works Agency 25E -12 LCGAI, DkSGn `rXON Real property h to City of Santa Ana, County of Orange, State of Calffornlo, deaer1bed as follom PARCEL 1: (APN: 01519498) L.DT :191 OF TRACT NO, 1192, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39, PAGES 16 AND 1.7, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THERFPROM THE WESTERLY W FEET THEREOF, AS CONVEYED `T°0 THE CITY OF SANTA ANA BY DEED RECORDED APRIL, 211976 IN BOOK 11693, PAGE 1476 OF OFFICIAL RECORDS, PARCEL 2: (APN: 015 - 194 -39) LOT 19Q, TRACT 1192 AS PER MAP RECORDED IN 1300K 39 PAGES 16-17 OF MISCELLANEOUS MAPS IN THE OFFICE. OF THE COUNTY RECCRDER Or SAID COUNTY, CXCkPT THEREFROM THAT PORTION Qt' SAID LAND CONVEYED TO THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION IN GRANT DEED RECORDED APRIL 21 1976 AS INSTRUMENT NO. 2823, IN BOOK 11693 PAGE 1474 017, OFFICIAL RFCURDS, EXCVrTHEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCAR30N SUBSTANCES LYING BELOW A DLPT'H OF 100 FEET FROM THE SURFACE OF SAID PROPERTY, RUT WfT'H N0 RIGHT OF SURFACE r2NTRY, AS PROVIDED IN DEEDS OF RECORD. 25E -13 EXHIBIT "B" (First American) 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 neoessary 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 ar 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 oommence 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, 25E -14 EXHIBIT "C" Fair Market Value of the Subject Property Land and structures (as per attached appraisal summary statement) ' Fixtures and Equipment pertaining to realty (as per attached Inventory) I. Total Just compensation 1. The City has not made a determination as to the tenant will need to come to an agreement as to the withdrawn from Escrow. 'lease see the att,o ad F $1,077,000.00 + $ 31,700.00 $1,108,700.00 of the Fixtures and Equipment (F &E). Landlord and of these Items, before compensation can be 2 The total Just compensation offered assumes that the property Is free of any environmental contaminates or other conditions which may Impact fair market value. 25E -15 When recorded, please rnail this instrument and tax statements to: Clerk of the Conneil City of Santa Ana 20 Civic Center Plaza,Tq -30 Santa Ana, California 92701 Free recording requested by THE CITY OF SANTA ANA PER GOVERNMENT CQDE SECTION 6109. SPACE ABOVE VMS LINE FOR RECOROER'S USE CANCEL TAXI'S APPROVED ASTO I'e]thlllY A'[9'Y. APPROWD BY ❑IRECTDR QRSCIOTION WRITI'2N eY DZIUr"N cN CKRn -O.K. rt. P, NpME6R pl $- 194 -78& RAV MAP NDM6ER PROJIVI' NUIDIBRR �. C9 2213 & 2219 S. BostOl St, SNIIYfl Ann, CA .92704 pERD NIIME6R GRANTOEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, LOUella May McNeal, Leslie Maureen McNeal, Marlene Leigh McNeal, James H. McNeal III Trustee of the J. Walter Schaefer Testamentary Trust, Dated October 29, 1951 Does hereby Grant to the CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, for public roadway purposes, all that real property in the City of Santa Ana, Orange County, State of California, located at 2215 & 2219 S. Bristol St. Santa Ana, CA 92704, described as follows: SEE EXHIBITS "A" AND "B" ATTACHED HERETO AND BY THIS REFERENCE MAD A PART HEREOF; Dated : Dated : Dated Dated, 25E -16 By; Louella May McNeal By: Leslie Maureen McNeal 92 Marlene Leigh McNeal By: Jarnes H, McNeal III P,XiiIBIr °.. LEGAL SCRJPTXON Real propertb/ In the City of Santa Ana, County of Orange, StaCe of California, described as follows: PARC( 1.1: (APN: 015 - 194,38) LOrr :191 OF TRACT NO, 1.192, IN THE CITY OF SANTA ANA, COUNTY 01= ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN ROOK 39, PAGES 16 AND 17r MISCELLANEOUS MAPS, IN THE OFFICE OF TIME COUNTY RECORDER OF SAID COUNTY. FXCE:PITNG THEREFROM THE WESTERLY 1,0 FEET THEREOF, AS CONVEYED TO THE CT'rY OF SANTA ANA BY DEED RECORDED APRIL 2, 1976 IN BOOK 11693, PAGE 1476 OF OFFICIAL RECORDS, PARCEL Z. CAPN: 01!5. 194--39) 1-OT 1.9Q, TRACT' 1192 AS PER MAP RECORDED IN BOOK 39 PAGES 16 -17 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, F,XCFPTTHEREFROM `rl -IAT PORTION OF SAID LAND CONVEYED TO THE CITY OF SANTA ANA, A MUNICIPAL. CORPORATION IN GRANT DEED RECORDED APRIL 2, 1976 AS INSTRUMENT NO. 2,823, IN BOOK 116)',3 PAGE 1474 QF OFFXCXAI, RECORDS, EXCFPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES LYING QELOW A DEPTH OF 100 FEET FROM THE SURFACE OF SAID PROPERTY, OUT WITH NO RIGHT OF SUR12ACC ENTRY, AS PROVIDED IN DEEDS OF RECQRO, 25E -17 RX I-11BIT i"S r Ordar Number; 05A- 44432bII Page Number fl gip' I 0 ((CE(� d i0 g0 e0 ^ ^'StHY I 4 =� O r. up w" d rrcr-amfu'�e. N O ^ ^'StHY a W � Fpr • s � � Q I 4 =� O r. up FlrstAmerlcan 'Mlo Pape p of 14 25E -18 pr �1 ry i ur w" O N O a � p Y' � � Q FlrstAmerlcan 'Mlo Pape p of 14 25E -18 pr �1 ry i ur Y' � � Q ro• �r n4v Inn 4�Y �i4� �P� SON a %�' �r i� �fN�rVl ttA•J �� tYttpNGl7 -43 FlrstAmerlcan 'Mlo Pape p of 14 25E -18 pr �1 ry i ur ACKNOWLEDGMENT A notate public or other officer compieting this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, State of California County of On before me, personally (Insert name and title of the officer) Name of Signer (1) Name of Signer (3) who .proved to me on the basis of satisfactory cvidenco to be the person(s) whose namc(s) is /are subscribed to the within instrument and aclmowledged to me that he /she /they executed tyre same in lies /her /their authorized capaoity(ios), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS nay hand and official seal. Signature of Notary 25E -19 (Seal) ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that doeurnent. State of California County of On before me, Personally (T=rt namo and tltlo of the offloor) Nama of Signer (1) Name of Signer (2) who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the wither instrrunont and aelcnowlcdged to me that he /sho /they executed the sonic in bus /her /then• anthorized capacity(ies), and that by his /her /their signa'ture(s) on the instrument the petson(s), or the entity upon behalf ofwhieh Cie person(s) acted, executed the instrument. I certify under PENALTY OF PER.TURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNFiSS my hand and official seal, Signature of Notary Public 25E -20 (Seal,) ACKNOWLEDGMENT Anotary public or other o£froer completing this certificate verxfres only the identity of the individual who sighed the doc -imamt to which this certificate is attaohed, and not the truthfulness, accuracy, or Lvahidity of that docLtnient, State of California County of On _before me, (Insert name and title of the officer) personally appeared_ Name of Signer (1) Name of Signer (2) who proved to me on the basis of satisfactory evidence to be the persons) 'whose name(s) Ware subscribed to the within instrument and aclmowledged to me that he /she /they executed the same in his/her /their authorized eapaoity(ies), and that by his /her /theii signatwo(s) on the instrument the person(s), or the amity upon bahalf of which the porson(s) acted, executed the instrument. I certify under PENALTY OF PER.JLTIZY under the laws of the State of California that the foregoing paragraph is true raid correct. WETNESS my hand and official seal, Signature of Notary.Publid 25E -21 (Seal) ACKNOW.T EDGMENT A. notGuy public of other officer completing this certificate verifies only the identity of the individual who ,signed the doouxneht to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document, State of California County of On before me, (htsert game and title of the offloer) personally Name of Signor _. _..... Name of Signer (2) who proved to me on the basis of satisfactory evidence to bo the person(s) whose names) is /are subscribed to the within instrtmtent and acknowledged to me that he /sh.a /they executed the same in his /her /th.eix authorized capacity(iw), and that by his/her /their signature(s) on the instrument the person(s), or the entity open behalf of which the person(s) voted, executed the histrara nt. I cextify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraplh is true Azad correct. WITNESS my hand and official seal _ (Seal) Sighature of Notary Public 25E -22 When recorded, please mall t171s inatrwnent and tax statements to: Cleric of the Council City of Santa Ana 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free recording requested by THE C17Y OF SANTA ANA PER GOVERNMENT COUP 5BCTION 6103, ABOVE THIS LINE FOR RECORDEWS USE CANCEL APPROVED AS TO APPROVED aY OBSCRIMON I19SCaIPTION A,P, PhV MAP PROMCT TA%ns FORM BY ATTY, DIRECTOR WRITTEN By CRECRED O,R. N aaun 015•I94 -3R& NIIMBEn NuMBBR R 39 2213 & 2219 S. Bristol St. Santa Ana, CA 92701 Deco NarrBeR REALTY IMPROVEMENT QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which Is hereby acknowledged, Louella May McNeal, Leslie Maureen McNeal, Marlene Lelgh McNeal, James H. McNeal ill Trustee of the J. Walter Schaefer Testamentary Trust, Dated October 29, 9981, Does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to THE CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, all rights title and Interest in Improvements pertaining to the realty listed on Exhibit "B" hereto, said Improvements being located on the real property situated in Orange County, State of California, described in Exhibit "A" hereto. This Is a quitclaim of the listed Improvements pertalning to realty only, and not a quitclaim of the real property or any interest therein. Sea Exhibit "A ", Real Property Legal Description and Exhibit "S", Improvements Pertaining to the Realty, attached hereto and made part hereof. Dated A notary public or ether al'licor completing this oerliticale verities only the Wanly of khe individual who signed the domunent to which this eerttfteate Is atta01104, and not the truthfulness. naenram or validity of that docnmcnk. STATE OF CALIFORNIA COUNTY OF on (here insert name and title ofthc officer) me, ,notary publlo, Personally appeared __-m,m,T_,---- _,_ -,— who prover) to trio on the basis of sotlstaotory evidence to be the person(s) whose namo(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her /thole anthorizad oapacity(les), and that by hie /her /their signature(s) on the Instrument the pelgon(s), or the entity upon behalf ofwhieh the person(s) acted, executed the instrument, I certify under PF.NAVPY PP PERJURY under tho laws of the stake of California that the foregoing paragraph is true and correct, WITNESS my hand and official Scat 25E -23 By; (Signature) RS: Louella May McNeal (Pd at Name) Co- Trustee (This area for aft➢cial still) When recorded, please mail this Instrument and tax statements to: Cleric of the Council City of Santa Ana 20 Civic Centel' Plaza, M-30 Santa Ana, California 92701 Free reaordnig requested by THE CITY OF SANTA ANA PER GOVERNMENT CODG SECTION 6103. SPACE Aa0VE THIS LINE FOR RECORDER'S USL CANCEL iA%&,S APPROV ➢D AS'fp FORM aV A7'TY. APPR6VEg BY Dlli&C'f01t nE9CRtPTION IVIU'PCRN RY nBSCIUPTION CN9CGEP -n.IC A.P. NuNmaY101 S_194 -JB 8'. MY MAP NU.IM1ULIt FROMC7 NUMn5R 39 2215 & 2219 S, Bristol St, Santo Ann, CA 92'YOA UM NVMUR FEALTY IMPROVE=MENT QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Louella May McNeal, Leslie Maureen McNeal, Marlene Leigh McNeal, James H. McNeal III Trustee of the J, Walter Schaefer Testamentary Trust, Dated October 29, 1981, Does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to THE CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, all rights title and Interest In Improvements pertaining to the realty listed on Exhibit "B" hereto, said improvements being located on the real property situated in Orange County, State of California, described in Exhibit "A" hereto, This is a qultciailn of the listed Improvements pertaining to realty only, and not a quitclaim of the real property or any interest therein, See Exhibit "A ", Real Property Legal Description and Exhibit "B ", Improvements pertaining to the Realty, attached hereto and made part hereof, Dated A notary pnblIc or outer of e5r completing this certificate verifies only the idanBly grille iadividuul who signed the docummi� to which this cartifwnte is attached, end not the trulhrnl0eus. accnfacv, or validity ofthet dncumenG S'rATR OF CALIFORNIA COIJN'PY OF me, (here Insert nacre and title of llhe ,notary public, personally who proved to me att the basis of satisfactory evidence to be the pemon(s) whose hame(s) Is /aro subscribed to the within Instrument and acknowledged to one that he /she /they Mooted the same in his /her /their authorized capa0y(les), and that by his /her /their signature(s) on the instrument the peson(s), or the entity upon behalf of whioh the person(s) acted, executed the Instrument. I certify under PENALTY OF PERNRY under the laws of the state of Californla that the foregoing paragraph is true and connect, WITNUS my hall(! and official seal Signature 25E -24 Dy; (Signature) Its; Leslie Maua'een MoNgal Co- Trustce (Th Is urea for official seal) When recorded, please mail this Instrument and tax statements to: Clerk of the Council City of Santa Ann 20 Civic Center Plaza, M -30 Santa Ana, California 92701 Free reaorcling requested by TTIR CITY 011 SANTA ANA PER GOVERNMENT COOS SECTION 6103, SPACE ABOVE THIS LINE FOR RE'CORDER'S CANCEL 1MVIBs X APPROP DASTO VOID! BY ATTY. APPROVED HY DIRBCTOR DESCIUY'r[ON 1VItIT1TN BY DRSCIUPTI0N CFIP.CKED -OX, AP_ Nmmaa 01$•19638 39 IUw MAP NUNWER. PROJECT NUMBER 221$ & 2219 S. Bristol St. Santa Ann, CA 92704 DEen NuMBEn REALTY IMPRQVEM15NT QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Loueila May McNeal, Leslie Maureen McNeal, Marlene Leigh McNeal, James H. McNeal III Trustee of the J. Walter Schaefer Testamentary Trust, Dated October 29, 1859, Does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to THE CITY OF SANTA ANA, a charter City and munlclpal corporation duly organized under the Constitution and laws of the State of California, all rights title and Interest In improvements pertaining to the realty listed on Exhibit "B" hereto, said improvements being located on the real property situated In Orange County, State of California, described in Exhibit "A" hereto, This is a quitclaim of the listed improvements pertaining to realty only, and not a quitclaim of the real property or any Interest therein, See Exhibit "A ", Real Property Legal Description and Exhibit "B ", Improvements Pertaining to the Realty, attached hereto and made part hereof. Dated A notary public or other offcer eomplenng this oertitloate verities only the identity UPthe individual who signed the document to which this certificate is attached, and not the truthili nefle, accureov. or validity of Thal document. STATE OF CALIFORNIA COUNTY OF On (hare Insert name and title of the officer) ,notary public, personally tile, whD prayed Co mo Da rho Basis of sRtiS'faetoty ovldencoto bo Cho porson(s) whose name(s) Were subscribed to the within instrument and noknowodl cd to Ice that ho /sho /they executed tho same in his /her /their authorized capacily(b s), and that by his /hcr /then' signalm'e(s) on the instrument the person(s), or the Bully upon behalf of which The person(s) acted, axerufedtho Instrument. 1 corBlfy under PENALTY OF PERJU'ILY under the laws of the state of California that the foregoing paragraph is true and correct. WiTINS88 my hand and official seal Signature 25E -25 By: (Signature) Marlon Leigh McNeal (Print Nfllrie) Co- Trustee Its: Critic) - (' ['his area for official sent) When recorded, please mall this Instrument and tax statements to: Corp of the Council City of Santa Ana 20 Civic Centel' Plaza, M -30 Santa Ann, California 92701 Free recording requested by THE CITY OP SANTA ANA PER C OVERNMLNT CODE SECTION 6103. SPACE ABOVE TRIS LINE POR RECORDER'S UANCIlL TAXES Al'PttOVGD AS 9'U I'e MUATTY. MPROVEp BY pntEC'rUlt ➢nSGRIhrYpN wNYI'tlN ❑Y DBSCM1InYfON CfIeCKBD -O.K. A. P, N(M, BER 015- 194 -3$$' MV Mtn, N�JMH2ft PRUI601 M1tvInRR 39 2215 & 2219 S, Arinoll St. Santa Ann, CA 92704 onan NUM PIR REALTY IMPROVEMENT QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Louella May McNeal, Leslie Maureen McNeal, Marlene Leigh McNeal, James H. McNeal 111 Trustes of the J. Walter Schaefer Testamentary Trust, Dated October 29, 9989, Does hereby REMISE, RELEASE AND FOREVER QUITCLAIM to THE CITY OF SANTA ANA, a charter City and municipal corporation duly organized under the Constitution and laws of the State of California, all rights title and Interest in improvements pertaining to the realty listed on Exhibit "B" hereto, said Improvements being located on the real property situated in Orange County, State of California, described In Exhibit "A" hereto, This Is a quitclaim of the listed improvements pertaining to realty only, and not a quitclaim of the real property or any interest therein, See Exhibit "A ", Real Property Legal Description and Exhibit "B", Improvements Pertaining to the Realty, attached hereto and made part hereof, Dated A notary public or other officer completinp this car[ificnte verifies Holy the identity Of the Individual who signed aw document to which this cer(iacate Is attached, aad Hat the tnuhrulnesn_ aomirnm or validifv of thus document. STATE OF CALIFORNIA COUNTY OF On (here insert name and title of tine of cor) ,notary Public, personally Ina, who proved to me on tile basis orsatlsfactory evldeoco to be the porson(s) whose narnc(s) is /are subscribed to the within instrument and acknowledged to Ire that he /she/thcy executed the snore in his /hm•Aheir authorized capacity(les), and that by his /her /their signature(s) on the Instrument the porson(s), or the entity upon behalf of which the person(s) acted, oxeouted tho instrument. I certify under PENALTY OF PERJURY Linder the laws of the state of Call Portals that tile foregoing paragraph is true and correct, WITNESS my hand and official seal 25E -26 By: (Sipnahtte) Jan'los IS, McNeal III (PrintNBmo) Co ^'I'rustoe Its; (Title)._ (This area for olTulel seal) SCHAl:S'L^'Tt AMBULANCE SERVICE, INC, IMPROVEMENTS P2RTAININQ TO THB REALTY EPFSCTIVB DAT3 OF VALUE - OCTOBER a, 2015 Fair Market Forced Item Value in L,iqutdation N41, Qty, Description M _ Place Value #22X5 1 1 Pole sign, 10,5' high x 8" dlametor, with pole enclosure, f 1A,S00 $0 sheet metal, consisting of'. I Cabiltet, 7' x 101, dual - sided, motal, interlor illumination, plastic, fascias, plastic, lettering, "So(aaefor Ambulance Servicol Air,, a%nd" With logo I Top oabinet, 8.5'x4', dual - sided, MOW, intoricW illumination, plastic tasais, no lattorhag 2 1 Bollard, 40" high x 55" dia_lke',W, steel 155 0 3 1 .I,ottaa sign, 12" to 18" high foam lotters, 2" thlol4 plastic 1,000 0 ,fascia, "SohaoforAmbLilance Sozvloo ", Wall- ma1131t0d 4 1 iland,.pairtod windoW letter sign, 3" I1igh block lottars, 30 D "Sehaafer's Ambulance Service" a I Radio antenna, 50' high (ustlniate), motel polo and p,ttyed 5,000 500 wire supports, including emitters, reeeiver3 and cabling to dispalell office, roof ano'unted 6 1 Built -iu workbcnoh, J3.5' x 34 ", woad aonstt'untiart, 575 0 1 lmdar tier, 40" wide 7 1 Storage deck, 12.5' x 9 8 ", 85" high, woad 000atruct4on, 160 0 plywood deol< 8 1 13t1ilt -!n awago oab9net, 141 x 85" x.40 ", painted wood, 1,350 0 12. door 9 1 WfIll sl:orage Tank, l 01 x 88" x 26 ", wood Construction, 560 0 4 plywood dooks 10 1 Lot o'f,IT1i17or lniseellanenus hao)o, brukols, hose belts, 60 5 e-to. I I I Sliede oanopy, 24'x 12, metal frW10, galvanized 2,600 0 oorl•ogated roof cover 1 I 25E -27 SCNAPI'M AMBULANCE SERVICE,) INC. IMPROVEMENTS PP,11TAIN1NO 7.0 TPIE REALTY I FMCTIVP DATL; OF VALUE - OCTOBER 8, 2015 TO'T'AL IMPROVEMENTS PERTAINING _ TO TIE RIaAI -XY 3I 700 w Y�9S5 2 25E -28 hair Mad<ot Forced Item Value, in Liquidation NoQty. _ T�oscriptioir� Place Value I2 1 B106410at Sehip an8 co19r78etiD❑ for air, oompressor 425 0 1:3 I (eiling fan, 52" diameter, 4-blade, 3diglit 155 0 14 16 Linoarfcratoftrac& lighting, with 5 spotlights, 960 50 fluorwoont I5 I Lot of data cabling and computor nefworlchig for 725 0 7 workstations 16 1 Cellingfan; 48" diameter, 4- blado, lllamInatimi 145 0 17 1 Gongrator euolosurn, 40 "x S6" x 22 ", ply -wood, I door, 210 0 ns[rhaltic t.ilo pRohod roof I R ( T,ai, Qf setup emd bistallo, *)n Lcr, ganorator, with a0tivatod 4-25 0 11glrt warning 19 2 Paring lot area floodlights, 5' Ialgla pole mounted, 390 0 fluprascent s'KL219 20 1 Sinle counter, 39" x 24 ", larninate top, wood base, 2 -door, 650 0 2.clrawer, I drop -in sink, 24" x 6" x 22 ", atainloss stesl, plumbing 21 1 Lot of window AadWourtains, motal hangers, fabric 125 0 22 1 T elophone sysiern, AT&T, Model no,; Merlin 11, Hill 1,500 400 fcaturo, includitrg cabling and wail jacks, 3 hand scsts, Vincent, model no, not available TO'T'AL IMPROVEMENTS PERTAINING _ TO TIE RIaAI -XY 3I 700 w Y�9S5 2 25E -28 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA "), is entered into on - __ , 2016, 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 "), which has threatened condemnation as legally described in Internal Revenue Code Section 1033, and LOUELLA MAY McNEAL, LESLIE, MAUREEN McNEAL, MARLENE LEIGH McNEAL and JAMES H. MCNEAL III, CO- TRUSTEES OF THE J. WALTER SCHAEFER TESTAMENTARY TRUST, DATED OCTOBER 29, 1981 (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 2215 & 2219 S. Bristol St. Santa Ana, CA 92704) (APN 015 - 194 -38 & 39) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the fallowing 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 First American Title Insurance Company, 2 First American Way, Santa Ana, 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 One Million and Seventy Seven Thousand Dollars ($1,077,000.00) insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non - monetary, general or specific, and including any and all leasehold interests), liens, clouds or deflects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance, whether such Insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of Its right to such insurance as Is herein required of Seller, nor a waiver by the City of any rights of action 25E -29 for damages or any other rights which may accrue to City by reason of the failure of Seller to convoy title or to provide title Insurance as required In this Agreement 4. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, 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 heroin 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. j 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within f 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 4966 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 ail 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, 61 Payment of Purchpse Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of One Million One Hundred Eight Thousand and Seven Hundred Dollars ($1,108,700,00), derived as shown in Exhibit "C "- Fair Market Value of the Subject Properly,. City agrees to deposit said purchase price in escrow with the Escrow 25E -30 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 horeinabove 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 horeinabove 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, 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /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 lest 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 oloso of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers, The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10, Heirs Assigns, Successors -in- Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and hind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12, Just Compensation, Seller acknowledges and agrees that said puffase price is just compensation at fair market value for the threatened condemnation by the City regarding said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13, Acknowledgment of Full Benefits and Release. A By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the 25E -31 acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any clairn for compensation for injury to the remainder ( "severance damages "); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, Inventory, equipment and /or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245; any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245,245, 1263,025 and 1263.615; any other rights conferred upon 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. 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. 14, Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P,O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 414 W.-Elm- Avenue, — Burbank, CA 91506 -3204, 16. Exceptions, City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement, It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. 17. Hazardous Waste, Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property, Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "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 25E -32 Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated blphenyls, (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. 51317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U,S,C, 56901 at se q. (42 U.S.C, 56903) 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. 59601 etg_eg. (42 U,S,C. S9601). 18. Compliance With Environmental taws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (1) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (11) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal Injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow, 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the - delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22 Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 21 captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA, 24. Governing Law, This PSA shall be governed by and construed in accordance with the laws.af the State of California, 25E -33 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language In question. 26, No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 29, Authority to Execute Agreement, Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn, 30. Incor oration of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25E -34 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Loueila May McNeal, Trustee of the J. Walter Schaefer Testamentary Trust, Dated October 29, 1981 LoueII N Date:l° 2016 M ` { Date: 4 z 2016 aure" cNeal W— -A& � { < ! " y �x Dater 2016 Marlene Leigh McNeal ;G Date: �e f t 2016 ae H. Meal III City /Buyer City of Santa Ana Date: 2016 David Cavazos City Manager Attest: _ Date: 2016 Maria D. Huizar City Clerk 25E -35 Approved as to Form: Date: I - 1 2016 J M A sistant C ity y Attorney RECOMMENDED FOR APPROVAL: Date: 2016 Fred Mousavipour Executive Director Public Works Agency 25E -36 E)CHIBIT "A, LPWAL DESCRIPTION Real property In the CILy of Santa Ana, County of Oranoe, State of Callfornla, described as follows; PARCEL 1: (APN: 015. 194 -38) LOT 191 OF TRACT NO, 1192, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, SPATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39, PAGES 16 AND 17, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THE WESTERLY 10 FEETTHEREOF, AS CONVEYED TO THE CITY OF SANTA ANA BY DEED RECORDED APRIL 2, 1976 IN BOOK 11693, PAGE 1476 OF OFFICIAL, RECORDS, PARCEL 2: (APN: 015499 -39) LOT 190, TRACT 1192 AS PER MAP RECORDED IN BOOK 39 PAGES 16 -17 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPT THEREFROM THAT PORTION OF SAID LAND CONVEYED TO THE CITY CF SANTA ANA, A MUNICIPAL, CORPORATION IN GRANT DEED RECORDED APRIL 2, 1976 AS INSTRUMENT NO. 2823, IN BOOK 11693 PAGE 1474 OF OFFICIAL RECORDS, RCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 100 FEET FROM THE SURFACE OF SAID PROPERTY, BUT WITH NO RIGHT OF SURFACE ENTRY, AS PROVIDED IN DEEDS OF RECORD. 25E -37 EXHIBIT "B" (First American) GENERAL ESCROW PROVISIONS AI 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 sult 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. 25E -38 EXHIBIT "C" Fair Market Value of the Subject Property Land and structures (as per attached appraisal summary statement) i. Fixtures and Equipment pertaining to realty (as per attached Inventory) a 'I'otaIjust compensation '• The City has not made a determinatlon as to the tenant will need to came to an agreement as to the withdrawn from Escrow. Meaae_s_ee the attached F I The total just compensation offered assumes conditions which may impact fair market value. $1,077,000.00 •+ $ 31,700.00 $1,108,700.00 of the Fixtures and Equipment (F &E). Landlord and of these Items, before compensation can be property is free of any environmental contaminates or other 25E -39 25E -40 0► 11 746111134M D3III L •11PL f�•if iT Lc77:vd -�l DECEMBER 6, 2016 TITLE: DONATION AGREEMENT WITH EL CENTRO CULTURAL DE MEXICO TO SUPPORT A LECTURE SERIES (STRATEGIC PLAN NO. 5,4) CITY MANAGERU CLERK OF COUNCIL USE ONLY: ►A117g[AITL ❑ As Recommended ❑ As Amended ❑ Ordinance on 18` Reading ❑ Ordinance on 2n' Reeding ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with El Centro Cultural de Mexico for a one -time donation amount of $750, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Amezcua recommends appropriating $750 to El Centro Cultural de Mexico to support a lecture series that was held on Sunday, November 20, 2016, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29A -1 Donation Agreement with El Centro Cultural de Mexico December 6, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016 -17 General Non - Departmental account (01105015 - 62300). The $750 will be spent from Councilmember Amezcua's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: � 9t 4 Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 29A -2 City of Santa Ana City Ma20Civic Center Plaza Donation Request P.O. Box 1988 (9) Santa Ana, CA 92702 (714) 647.5200 Santa Ana, CA 92701 karen @elcentroculturaldemexico.org I- Name: IEI Centro Cultural de Mexico (949) 205 3954 - - -- -- -- - r --- - - - - --- - Tax- Exempt Status: Is your organization a non - profit or public tax - exempt organization as defined under Section 501(c)(3) of the Internal Revenue Code? Select One: i Yes ❑ No fl No, you will only qualify for a credit for City - related costs for your request (i.e. permit fees, - _ -- "------- ____ -" staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if f Yes, approved, credit may or may not cover full cost of requested City services Tax ID #: 33-0614169 I I Donation Request (City Services Credit Date Needed: 1 9/2016 ir a yor /COUncdmember; Ame mount Requested. 1$0 Direct Payment Amount i Requested: 1$750 (Event Date 11/20/2016 (Event Time 15:00 pm Event vocation: 313 N Birch Santa Ana, CA. 92701 Address, City, State, Zip Pancho Villa's lecture by Gregorio Luke El Centro Cultural de Mexico Is pleased to celebrate the 106th Anniversary of the Mexican Revolution by hosting a lecture featuring Pancho Villa, one of the main Description of characters of this historical event. Gregorio Luke is an expert on Mexican and Latin American art and culture. Presented as an evening outdoor event utilizing powerful Event / Purpose: digital projectors, the audience is awed by the magnificence of the visual life sized Images projected onto an inflatable portable screen. The presentation will include additional film clips, historic audio recordings, or spacial performances by dancers and musicians to amplify the listener's experience of being present with the subject. This community event will invite families to come together, learn, discuss, and enjoy this outdoor community Benefit: I presentation. Gregorio Luke's dynamic presentations offer a public lecture event designed for community members of all ages. Applicant Signature: Mail: City Manager's Office — M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Donation Request #: DR- Reference # un all related °PVs Eligibility Met: I YES / NO City Manager Signature: 10/23/2016 Email: donationrequest@santa- ana.org Fax: (714) 647 -6954 Council Meeting Date: Approved Amount: Date EXHIBIT 1 Revised 11/16/2015 29A -4 CITY OF SANTA ANA DONATION AGREEMENT WITH EL CENTRO CULTURAL DE MEXICO 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on DECEMBER 6, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and EL CENTRO CULTURAL DE MEXICO, a California 501(c)3 NON - PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A LECTURE SERIES ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose, The City, by recommendation of COUNCILMEMBER ANGELICA AMEZCUA, believes there is a public purpose in supporting the Community Benefit because it will PROVIDE A FAMILY - ORIENTED LEARNING OPPORTUNITY TO EDUCATE THE COMMUNITY ON LATIN AMERICAN ART AND CULTURE. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time payment of SEVEN HUNDRED FIFTY DOLLARS ($750) for an event that was held on Sunday, November 20, 2016, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the fimds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the finds pursuant to Section 3.2 below. 3.2 Term; T ,nnination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the furids. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all finds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 33 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of Exhibit 2 29A -5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury, To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers five and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willfid misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract /Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The teens and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter A ry eement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. 29A -6 RECOMMENDED FOR APPROVAL By: Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA By: _ David Cavazos City Manager Attest: By: _ Maria D. Huizar Clerk of the Council Approved as to Form By: yv f.. ,A in M. Funk Assistant City Attorney EL CENTRO CULTURAL DE MEXICO a 501(c)3 NON - PROFIT ORGANIZATION By: _ Signature Natne Title 29A -7 29A -8 w =aa. yr we. A R CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: DONATION AGREEMENT WITH EL CENTRO CULTURAL DE MEXICO TO SUPPORT A LECTURE SERIES (STRATEGIC PLAN NO. 5,4) � r �9� CITY MAN R CLERK OF COUNCIL USE ONLY: ":• _R ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2M Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with El Centro Cultural de Mexico for a one -time donation amount of $500, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Mayor Pro Tern Sarmiento recommends appropriating $500 to El Centro Cultural de Mexico to support a lecture series that was held on Sunday, November 20, 2016, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29B -1 Donation Agreement with El Centro Cultural de Mexico December 6, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy General Non - Departmental account (01105015- 62300). Tern Sarmiento's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Servic s Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 29B -2 are available in the Fiscal Year 2016 -17 The $500 will be spent from Mayor Pro City of Santa Ana Donation Request City Manager's Office - M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 647 -5200 f ama: Karen Sarabia arritle: Executive Director [Address: _ 313 N Birch St. Santa Ana, CA Mailing Address: P.O. Box 133, Santa Ana, CA 92702 citY, state, zip: Santa Ana, CA 92701 Pnone: 949 205 3954 _ _ __ ) (Email: karen@elcentroculturaldemexico.org ��fFax: • � e Information Name: v El Centro Cultural de Mexico Tax - Exempt Status: Is your organization a non- profit or public tax - exempt organization as defined under Section 501(c)(3) of the Internal Revenue Code? Select One: ZYes No ❑ If No, you will only qualify for a credit for City - related costs for your request (i.e. permit fees, If Yes, �� Event Time: staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if Requested: 33- 0614169 approved, credit may or may not cover full cost of requested City services. Tax ID #: 1• • a ices Crted:Y__.__� (City Services Credit $ 0 Date Needed: 11 /19/2016 M ayor /Councilmember: Sarmiento Amount Direct Payment Amount �� $ 500 —� Event Date: 11 /20/2016 �� Event Time: 5 0-op rn W �y �' Requested: [Address, vent Location. 313 N Birch Santa Ana, CA. 92701 City, State, Zip D2sorlpflOn Of Pancho Villa's lecture by Gregorio Luke ..__.__________ Ed Contra Cultural de Mexico is pleased to celebrate the 106th Anniversary of the Mexican Revolution by hosting a lecture featuring Pancho Villa, one of the main characters of this historical event. Gregorio Luke is an expert on Mexican and Latin American art and culture. Presented as an evening outdoor event utilizing powerful Event / Purpose: Ev digital projectors, the audience Is awed by the magnificence of the visual life sized images projected onto an inflatable portable screen, The presentation will include additional film clips, historic audio recordings, or special performances by dancers and musicians to amplify the listener's experience of being presentwith the subject community event will invite families to come together, learn, discuss, and enjoy this outdoor [Community Benefit: rThis sentation. Gregorio Luke's dynamic presentations offer a public lecture event designed for community mbe'rrs of all ag"es". Applicant Signature: "'� i , /tQ}(,(�,/Z Jpl2ll�lCi Di ate: 110/23/2016 Mail: City Manager's Office -M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Email: donationrequest @santa - ana.org Fax: (714) 647.6954 EXHIBIT 1 Revised 11/16/2015 r•- CITY OF SANTA ANA DONATION AGREEMENT WITH EL CENTRO CULTURAL DE MEXICO 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on DECEMBER 6, 2016 by and between the City of Santa Ana, a municipal corporation ( "City") and EL CENTRO CULTURAL DE MEXICO, a California 501(c)3 NON - PROFIT ORGANIZATION ( "Recipient "), City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement, 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with finding to assist Recipient in HOSTING A LECTURE SERIES ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of MAYOR PRO TEM VICENTE SARMIENTO, believes there is a public purpose in supporting the Community Benefit because it will PROVIDE A FAMILY - ORIENTED LEARNING OPPORTUNITY TO EDUCATE THE COMMUNITY ON LATIN AMERICAN ART AND CULTURE. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITCONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time payment of FIVE HUNDRED DOLLARS ($500) for an event that was held on Sunday, November 20, 2016, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Tenn: Termination of Agreement, ement. This Agreement shall talce effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of Exhibit 2 i► • - CITY OF SAN'T'A ANA DONATION AGREEMENT Page 2 of 3 injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release fonns shall be provided on forms, in amounts and with provisions acceptable to City. 3.44 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. r•- RECOMMENDED FOR APPROVAL m. Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA By: David Cavazos City Manager Attest; By: Maria D. Huizar Cleric of the Council Approved as to Form: By: Ivv. J# M. Funk Assistant City Attorney EL CENTRO CULTURAL DE MEXICO a 501(c)3 NON- PROFIT ORGANIZATION By: Signature 29B -7 Name Title r•- ! fit !' CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: DONATION AGREEMENT WITH THE ORANGE COUNTY CHILD ABUSE PREVENTION CENTER TO SUPPORT THE "FAMILIES HELPING FAMILIES CAMP HEART" EVENT {STRATEGIC PLAN NO. 5,4) CITY MAMA -R L43A4- 0lk*►101illl!I431�I�< guff0yFiril ❑ As Recommended ❑ As Amended ❑ Ordinance on 18` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with the Orange County Child Abuse Prevention Center for a one -time donation amount of $750, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Amezcua recommends appropriating $750 to the Orange County Child Abuse Prevention Center to support the "Families Helping Families Camp heART" event that will be held on Friday, March 17, 2017, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29C -1 Donation Agreement with the Orange County Child Abuse Prevention Center December 6, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016 -17 General Non - Departmental account (01105015- 62300). The $750 will be spent from Councilwoman Amezcua's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 29C -2 Amezcua City Manager's Office — M-31 City of Santa Ana 20 Civic Center Plaza Donation Request Santa Ana, CA Box 1988 92702 0 (714) 647.5200 Name: Lea Roma Address: 2390 E. Orangewood Avenue, Suite 300 City, State, zip: Anaheim, CA 92806 Email: 'LRomo @BrightFutures4Kids.org Name: Orange County Child Abuse Prevention Center Director of Development Phone: 714- 955 -6530 '.Fax: 714- 543.4398 Tax - Exempt Status: Is your organization a non - profit or public tax -exempt organization as ;Select One: Wined under Section 501(c)(3) of the Internal Revenue Code? If No, you will only quality fora credit for City- related costs for your request (i.e. permit fees, :If Yes, ` staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if approved, credit may or may not cover full cast of requested City services. Tax ID #: City Services Credit 'i$ !Date Needed: ; iMayor /Councilmember: Amount Requested: Direct Payment Amounts Requested: $750 .Event Date: '13/18/17 IEvent Time: Event Location: i Santa Ana Zoo - 1801 E. Chestnut Avenue, Santa Ana, CA 92701 Address, City, State, Zip I Q Yes ❑ No 33- 0013237 Amezcua 11 am to 4pm Families Helping Families Camp heART event is to help provide a fun, safe and healthy peon of I environment for art as a way of communicating that goes beyond words. It allows for emotional I Purpose: communication and expression for approximately 135 children and their parents. Community Benefit: ,Applicant Signature: , ^I an who participate in the arts have increased self- esteem and resiliency, as well as er connections to others. You can help us make a difference in the children and families we to have the itemstskills they need to do well with their expression and connections. Return completed form via: xx Mail: City Manager's Office —M-31 I Email: donationrequest@santaana.org 20 Civic Center Plaza Fax: (714) 6476954 P.O. Box 1988 Santa Ana, CA 92702 Donation Request # OR - Council Meeting Date: Eligibility Met: YES I NO Approved Amount: City Manager Signature: Date: EXHIBIT 1 Revised 1 V1612015 29C -3 29C -4 CITY OF SANTA ANA DONATION AGREEMENT WITH THE ORANGE COUNTY CHILD ABUSE PREVENTION CENTER 1. PARTIES AND DATE This Donation Agreement ( "Agreement ") is entered into on DECEMBER 6, 2016 by and between the City of Santa Ana, a municipal corporation ( "City") and the ORANGE COUNTY CHILD ABUSE PREVENTION CENTER, a California 501(c)3 NON - PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING AN ART AND COMMUNICATIONS EVENT ( "Community Benefit "). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILWOMAN ANGELICA AMEZCUA, believes there is a public purpose in supporting the Community Benefit because it will ENGAGE YOUTH TO PARTICIPATE IN AN ART AND COMMUNICATIONS EVENT THAT TEACHES SELF - ESTEEM AND RESILIENCY. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERNIS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time payment of SEVEN HUNDRED FIFTY DOLLARS ($750) for an event that will be held on Friday, March 17, 2017, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the fiends only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term; Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. Exhibit 2 29C -5 CITY OF SANTA ANA DONATION AGREEMENT Page 2 of 3 3.3 Waivers. Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver/release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other Iegal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. 29C -6 CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL 92 Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA By: David Cavazos City Manager Attest: Maria D. Huizar Clerk of the Council Approved as to Form: By: U0= J#hn M. Funk Assistant City Attorney ORANGE COUNTY CHILD ABUSE PREVENTION CENTER a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title 29C -7 29C -8 CITY COUNCIL MEETING DATEt DECEMBER 6, 2016 TITLE: DONATION AGREEMENT WITH SANTA ANA PONY BASEBALL, INC. TO SUPPORT A BASEBALL TOURNAMENT (STRATEGIC PLAN NO. 5, 4) - — -y CITY MANAGE COUNCIL 19 1 CLERK OF ONLY: @199001TIMP ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Santa Ana Pony Baseball, Inc. for a one -time donation amount of $700, subject to nonsubstantive changes approved by the City Manager and the City Attorney. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. The resolution and policy outline the eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Amezcua recommends appropriating $700 to Santa Ana Pony Baseball, Inc. to support a baseball tournament that was held on Saturday, November 12, 2016, in response to their donation request (Exhibit 1). Upon approval of this item, a donation agreement (Exhibit 2) will be executed. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). 29D -1 Donation Agreement with Santa Ana Pony Baseball, Inc. December 6, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2016 -17 General Non - Departmental account (01105015- 62300). The $700 will be spent from Councilmember Amezcua's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 2. Donation Agreement 29D -2 City Manager's Office- M -31 City of Santa Ana 20 Civic Center Plaza �r Donation e P.O. Box 1980 Request Q Santa Ana, C 92702 (714) 644 7 -5200 Contact Information same: (Cory Nelson - -- _Title: jPresident �I Address: 911 N. Olive Street Vichy, Slate, Zip: ( Santa Ana, Ca 92703 (Phone: 1503- 490 -2445 Emau: president @santaanapony.com (Fax: . (Name: (Santa Ana Pony Baseball Tax- Exempt Status: Is your organization a non -profit or public tax - exempt organization as Select One: defined under Section 501(c)(3) of the Internal Revenue Code? Yes O No If No, you wilt only qualify for a credit for City- rotated costs for your request (i.e. permit fees, IIf Yes, staff time, rental rates for facetles or equipment, etc.).Costs for City services vary and# 46- 1054416 approved, credit may or may not cover fu0cost orrequested C #y services. I7az ID #: !City Services Credit $ (Date Needed: (M ayorlCouncllmember: Amezcua Amount Requested: (Direct Payment Amount Requested: $700 lEvent Date: 11/12/2016 (Event Time: 10800 Event Location: Riverview Park. 1817 W. 21 st St. Santa Ana, Ca 92706 Address, Cily, State, Zip iSAPB Fall Ball Description of Event Purpose: 262 Santa Ana youth baseball players participation. Community Benefit: (Applicant Signature: ( [Dale: 11/1/2016 (Mall: City Managers Office -M -31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Donation Request #: DR- ) ,.I',,, n r :ie"I;w ,- Eligibility Met: YES I NO City Manager Siguature: Email: donatlonrequest @sent"na.org Fax: (714) 647 -6964 Council Meeting Date: Approved Amount: Date: EXHIBIT 1 2901-3 Revised 11116/2015 29D -4 CITY OF SANTA ANA DONATION AGREEMENT WITH SANTA ANA PONY BASEBALL, INC. 1. PARTIES ANT) DATE This Donation Agreement ( "Agreement ") is entered into on DECEMBER 6, 2016 by and between the City of Santa Ana, a municipal corporation ( "City ") and SANTA ANA PONY BASEBALL, INC., a California 501(c)3 NON - PROFIT ORGANIZATION ( "Recipient "). City and Recipient are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement. 2. RECITALS 2.1 Community Benefit. The City wishes to provide Recipient with funding to assist Recipient in HOSTING A BASEBALL TOURNAMENT ( "Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. 2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER ANGELICA AMEZCUA, believes there is a public purpose in supporting the Community Benefit because it will PROMOTE SPORTS AND RECREATION TO BUILD STRONGER, HEALTHIER, HAPPIER, AND SAFER COMMUNITIES. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one -time payment of SEVEN HUNDRED DOLLARS ($700) for an event that was held on Saturday, November 12, 2016, because the City has determined that there is a public purpose to be served in supporting the Community Benefit. In executing this Agreement and receiving the funds, Recipient agrees to use the funds only for the purpose described and subject to the terms and conditions provided for in this Agreement. Should Recipient fail to use the funds for such purpose or otherwise comply fully with the terms of this Agreement, City shall have the right to terminate this Agreement and demand the return of the funds pursuant to Section 3.2 below. 3.2 Term: Termination of Agreement. This Agreement shall take effect on the date first above written and remain in effect through Recipient's full expenditure of the funds. The City has the right to terminate this Agreement upon one day's notice, with or without cause. Should the City terminate this Agreement, it shall also have the right to demand the immediate return of all funds provided to Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10 %) per annum. Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. Exhibit 2 29D -5 CITY OF SANTA ANA as DONATION AGREEMENT Page 2 of 3 3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the City determines that the funds will be used for a purpose which may cause a significant risk of injury, the City may, in its sole discretion, require Recipient to provide certain insurance and participant waiver /release protections. This right shall be on -going and may be implemented by the City at any time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with provisions acceptable to City. 3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City establishing or providing oversight, control or approval of the Community Benefit or any activities conducted by the Recipient. 3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall assume all risks associated with the Community Benefit, including, but not limited to, the possibility of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold City and its officials, officers, employees, agents and volunteers free and harmless from and against any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and contractors, including the performance of the Community Benefit or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and /or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers. The indemnification provisions of this Agreement shall survive any expiration or termination of this Agreement. 3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. The terms and conditions of this Agreement may be altered, modified or amended only by written agreement signed by both Parties. 3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient represents and warrants that the Recipient has all requisite power and authority to conduct its business and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement bind each respective Party. CITY OF SANTA ANA DONATION AGREEMENT Page 3 of 3 RECOMMENDED FOR APPROVAL B1 Robert C. Cortez Deputy City Manager City Manager's Office CITY OF SANTA ANA By: David Cavazos City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: By: � `ibis, -a.✓/G' JW M. Funk Assistant City Attorney SANTA ANA PONY BASEBALL, INC. a 501(c)3 NON - PROFIT ORGANIZATION By: Signature Name Title 29D -7 r•o 194=9140 - • 0 CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: DONATION TO SUPPORT HOOVER ELEMENTARY SCHOOL'S MOVIE NIGHT EVENT (STRATEGIC PLAN NO. 5,4) \V M CITY MANAGE -- CLERK OF COUNCIL USE ONLY: U'0C• ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing Fore, CONTINUED TO FILE NUMBER Approve a donation request from Hoover Elementary School for a one -time donation in the amount of $300. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Council Special Event Sponsorship Policy and guidelines for disbursement of discretionary funds. The resolution and policy outline eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Councilmember Amezcua recommends appropriating $300 to support Hoover Elementary School's movie night event that will be held on Thursday, February 2, 2017, in response to their donation request (Exhibit 1). Upon approval of the donation request, funds in the amount of $300 will be appropriated to pay for movie licensing costs associated with their event. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability). 29E -1 Donation to Support Hoover Elementary School's Movie Night Event December 6, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the FY 2016- 17 General Non - Departmental account (01105015- 62300). The $300 will be spent from Councilwoman Amezcua's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 29E -2 City of Santa Ana Donation Request City Manager's Office - M -31 20 Civic Center Plaza P.O. Box 1986 Santa Ana, CA 92702 (714) 647 -5200 Family /Community- oriented Movie Night. As Hoover is not a neighborhood .Description of school, this will foster postive relationships with our parents. Event I Purpose: Bridge the connection between the school community and the Santiago Park Community Benefit: neighborhood community. Applicant signature: Date: November 23, 2016 �etum completed form via: Mail: City Manager's Office -M -31 Email: donationmquest@santa- ana.org 20 Civic Center Plaza Fax: (714) 647 -6954 P.O. Box 1988 Santa Ana, CA 92702 _ Donation Request N� DR - - Council Meeting Date: Eligibility Met: YES I NO Approved Amount: City Manager Signature EXHIBIT 1 Date: Revised 11/16/2015 29E -3 Contact information Armando Gutierrez Title, Principal _ Name: 408 E. Santa Clara Ave. Address: Santa Ana, CA 92706 Phone: (714) 564 -2103 city, state, zip: armando.gutierrez @sausd.us Fax: (714) 564 -2199 Email: • .. Name: Hoover Elementary School Tax - Exempt Status: Is your organization a non -profit or public tax - exempt organization as Select One: Code? ❑ Yes No defined under Section 501(c)(3) of the Internal Revenue if No, you will only qualify for a credit for City - related costs for your request (i.e. permit fees, If Yes, staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if approved, credit may or may not cover full cost of requested City services. Tax ID 9: Donation city Services Credit s 300.00 Date Needed: 02/02/2017 MayorlCouncilmember. Amezcua Amount Requested: Direct Payment Amount $ Event Date: 02/02%2017 Event Time: 6:00 - 8:00 p.m. Requested: Hoover Elementary School Event Location. 408 E. Santa Clara Ave., Santa Ana, CA 92706 Adtlrcss, City, State, Zip Family /Community- oriented Movie Night. As Hoover is not a neighborhood .Description of school, this will foster postive relationships with our parents. Event I Purpose: Bridge the connection between the school community and the Santiago Park Community Benefit: neighborhood community. Applicant signature: Date: November 23, 2016 �etum completed form via: Mail: City Manager's Office -M -31 Email: donationmquest@santa- ana.org 20 Civic Center Plaza Fax: (714) 647 -6954 P.O. Box 1988 Santa Ana, CA 92702 _ Donation Request N� DR - - Council Meeting Date: Eligibility Met: YES I NO Approved Amount: City Manager Signature EXHIBIT 1 Date: Revised 11/16/2015 29E -3 29E -4 CITY COUNCIL MEETING DATE; DECEMBER 6, 2016 TITLE: DONATION TO SUPPORT WILSHIRE SQUARE NEIGHBORHOOD ASSOCIATION'S ANNUAL PARADE {STRATEGIC PLAN NO. 5, 41 r CITY MAN ER • M Off-TIT02wo El As Recommended ® As Amended F1 Ordinance on Ia' Reading 0 Ordinance on 2 n Reading Implementing Resolution [] Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve a donation request from Wilshire Square Neighborhood Association for a one -time donation in the amount of $2,900. DISCUSSION On August 4, 2015, City Council adopted Resolution 2015 -042, establishing a City Council Special Event Sponsorship Policy and guidelines for disbursement of discretionary funds. The resolution and policy outline eligibility criteria for neighborhood associations and eligible non - profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non - profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. Mayor Pulido recommends appropriating $2,900 to support Wilshire Square Neighborhood Association's annual parade that was held on Sunday, December 4, 2016, in response to their donation request (Exhibit 1). Upon approval of the donation request, funds in the amount of $2,900 will be appropriated to pay for City - related costs associated with their event. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability). 29F -1 Donation to Support Wilshire Square Neighborhood Association's Annual Parade December 6, 2016 Page 2 FISCAL IMPACT Funds to support the City Council Special Event Sponsorship Policy are available in the FY 2016- 17 General Non - Departmental account (01105015- 62300). The $2,900 will be spent from Mayor Pulido's appropriated amount for FY 2016 -17. APPROVED AS TO FUNDS AND ACC OUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Donation Request Form 29F -2 x-� =' City of Santa Ana 1_77 Donation Request City Manager's Office - M-31 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 (714) 847.5200 Contact Information Name: J Y' I Vl� -Gv � �.t�cj.,�Lf �qy� c,t- I it Title: fC t fo1 {� Address: �d Y t �t '1 ('7 City, State, Zip: Phone: / L/ _ Email: 1 �(' �% V.UU - L.C9v�il v Fax. �l y organization Information Name: V" l `iSiv� xe Tax - Exempt Status: Is your organization a non -profe or public tax - exempt organization as defined under Section 501(c)(3) of the Internal Revenue Code? Select One: yes No If No, you will only qualify for a credit for Clty-related costs for your request (i. e. permit fees, staff time, rental rates for facilities or equipment, etc.). Costs for City services vary and if if Yes, approved, credit may or may not cover full cost of requested City services. Tax 10 #: bonation Request City Services Credit $ pate Needed: j MayodCouncilmember. PLIfido Amount Requested: �� {� Direct Payment Amount 9 Event Date: '�� U , Of r_ Event Time: — 7 uo w" Requested: Event Location: Address, GM, state, Zrp I1,4 %4 'C . � -1 �`i�• -l' _��t7 �dO �t� it � C4 —L" �l? �J i G P5 4 lv 1s�n.�p c� ti�cfQ �t�, k 6 -tC1- i~ntkt' Sj Description of �V Y.` 5 � �Q S ct 'C �C Event/ Purpose: Community Benefit: S fv i Vt E�lr,bW ocC S �A,�.�S IA -:re -S V -Q Applicant Signature: �--� �_ Date: Mail: City Manager's Office -M31 20 Civic Center Plaza P.O. Box 1986 Santa Ana, CA 92702 i,_ ^J Email: donatlonrequest@santaana.org Fax: (714) 6478884 EXHIBIT 1 e n. Revised 11116=15 29F -4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: CONDITIONAL USE PERMIT NO. 2016 -38 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR OFF - PREMISE CONSUMPTION AT ALDI GROCERY STORE LOCATED AT 2840 SOUTH BRISTOL STREET - DOUG COUPER, APPLICANT {STRATEGIC PLAN NO. 3,21 f CITY MANIA R RECOMMENDED ACTION CLERIC OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the staff report approving Conditional Use Permit No. 2016 -38. PLANNING COMMISSION ACTION At its regular meeting on November 14, 2016, by a vote of 6:0 (Mendoza absent), the Planning Commission adopted a resolution approving Conditional Use Permit No. 2016 -38 which approved the sale of alcoholic beverages for off - premise consumption at Aldi Grocery store located at 2840 South Bristol Street located in the Community Commercial (C -1) zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). DISCUSSION Doug Cooper, representing Aldi grocery store, is requesting approval of a conditional use permit (CUP) to allow the off - premise sale of alcoholic beverages at a proposed grocery store to be located at 2840 South Bristol Street. Aldi is currently in the process of constructing tenant improvements to occupy a portion of tenant space formerly occupied by the Burlington Coat Factory at the northwest corner of Bristol Street and Segerstrom Avenue. The center is approximately 5.29 acres in size; Aldi grocery store is proposing to occupy approximately 18,680 square feet of building area and is proposing to construct an additional 499 square feet to use as their loading docks. The grocery store will be open from 9:00 a.m. to 9:00 p.m., seven days a week. The proposed storage and display area for alcohol will be located in the beverage refrigeration unit located on the north portion of the store. The overall storage of alcoholic beverages contains approximately 96 square feet, which is approximately less than one percent of the gross floor area of the building. Full -sized site plans are available for public viewing in the Clerk of the Council Office. 31A-1 Conditional Use Permit No. 2016 -38 — Aldi Grocery Store Alcoholic Beverages at 2840 South Bristol Street December 6, 2016 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objectives #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Haghani, AICP Executive Director Planning & Building Agency 10: rb to \Reports \CUP2016 -38 Aldi Market Type 20 ABC= Exhibit: A. Planning Commission Staff Report 31A-2 REQUEST FOR PLANNING COMMISSION DATE: 4 t . TITLE: PUBLIC HEARING — FILED BY DOUG COOPER FOR CONDITIONAL USE PERMIT NO, 2016 -38 TO ALLOW THE SALE OF ALCOHOLIC BEVERAGES FOR OFF - PREMISE CONSUMPTION AT ALDI GROCERY STORE LOCATED AT 2840 SOUTH BRISTOL STREET (STRATEGIC PLAN NO. 3,2) Prepared by Ivan O!ozc0 Executive Director i PLANNING COMMISSION SECRETARY APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED ❑ Applicant's Request 0 Staff Recommendation W1011r11[111Ig1M RECOMMENDED ACTION Adopt a resolution approving Conditional Use Permit No. 2016 -38. Request of Applicant Planning Manager Doug Cooper, representing Aldi grocery store, is requesting approval of a conditional use permit (CUP) to allow the off - premise sale of alcoholic beverages at a proposed grocery store to be located at 2840 South Bristol Street. Establishments that sell alcoholic beverages require a CUP pursuant to Section 41 -196 of the Santa Ana Municipal Code (SAMC), Project Location and Site Description Aldi is currently in the process of constructing tenant improvements to occupy a portion of tenant space formerly occupied by the Burlington Coat Factory at the northwest corner of Bristol Street and Segerstrom Avenue. The center is approximately 5.29 acres in size; Aldi grocery store is proposing to occupy approximately 18,680 square feet of building area and is proposing to construct an additional 499 square feet to use as their loading docks. The site contains approximately 401 parking spaces. Of the required parking for the grocery store, including the addition, Aldi will meet all the off - street parking requirements of the SAMC. The General Plan land use designation for the site is General Commercial (GC). General Commercial land use districts provide highly visible and accessible commercial development along the City's arterial transportation corridors and provide important neighborhood facilities and services such as this grocery store. The project site is consistent with this General Plan land use designation. The site is located within the Community Commercial (C -1) zoning district. The C -1 zoning district allows for retail and service uses such as the grocery store, making the proposed use consistent with the zoning designation. The site is surrounded by single- family residential uses to the north and west, multi- family residential uses to the south, and commercial uses to the east (Exhibits 1, 2 and 3). EXHIBIT A 31A-3 Conditional Use Permit No. 2016 -38 November 14, 2016 Page 2 Proiect Description Aid! is requesting approval of a CUP to allow the off- premise sale of alcoholic beverages as an ancillary service to the primary retail use for its customers. The grocery store will be open from 9:00 a.m. to 9:00 p.m., seven days a week, Before it opens to the public, Aldi will construct interior tenant improvements and a 499- square -foot addition to the north elevation of the existing building. The shopping center will also undergo exterior enhancements to complement Aldi "s architectural theme. The proposed storage and display area for alcohol will be located in the beverage refrigeration unit located on the north portion of the store, The overall storage of alcoholic beverages contains approximately 96 square feet, which is approximately less than one percent of the gross floor area of the building (Exhibits 4 and 6). [OMM Aldi operates 30 grocery stores in Southern California. Moreover, Aldi operates nearly 1,600 store locations in 34 states. The company is open to the public and offers a full range of groceries, from produce and meats to bakery items and prepared foods. All stores offer alcoholic beverages to customers. The building located at 2840 South Bristol Street has contained various retail tenants since 1977. In 1976, Variance No. 76 -72 was processed to reduce the amount of required parking and to reduce the required setback from the adjacent R1 zone properties to the west. The same year, a business license was issued for Best Products Co, which operated until Lucky /Sav -On took over the building in 1997. Shortly after, Lucky /Sav -On submitted a CUP application to allow the off - premise sale of alcohol. In 2001, the store was taken over by Albertson's, which operated with the approved ABC license until it closed its doors in 2008. Since the closure of Albertsons grocery store, Burlington Coat Factory began operating out of this location. All previous retail and grocery stores have held a full off premise alcohol license. Aldi is proposing to operate in the same building by taking a portion of the square footage that Burlington was using. By adding the off - premise sale of alcoholic beverages, Aldi can better serve the community by providing added convenience and a one -stop shopping experience. Proiect Anaivs Conditional use permit requests are governed by Section 41 -688 of the SAMC. Conditional use permits may be granted when it can be shown that the proposed project will not adversely impact the community. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial, Staff has prepared the following analysis, which in turn forms the basis for the recommendation contained in this report. 31A-4 Conditional Use Permit No. 2016 -38 November 14, 2016 Page 3 The purpose of regulating establishments that sell alcoholic beverages is to set forth operating practices and procedures, to limit the number of establishments to avoid overconcentration of establishments that sell alcoholic beverages, and to minimize impacts to surrounding areas. Staff has reviewed the applicant's request to allow the sale of alcoholic beverages for off - premise consumption at this location. Since the proposed alcohol license is intended to provide an added amenity to the supermarket, and because the sale of alcoholic beverages will be ancillary to the primary sale of regular grocery items, staff recommends approval of the proposed CUP. The proposed use will not be detrimental to the health, safety, and welfare of the community. Aldi grocery store is an established retail business with a history of service to the community. The proposed grocery store and ancillary alcohol sales will enhance the economic viability of the area and create a one stop shopping opportunity for visitors and residents in the community. The proposed CUP will be in compliance with all other regulations, including alcohol storage and display area set forth in Section 41- 196(c) of the SAMC. Further the site will be in compliance with all the operational standards set forth in Section 41- 196(f) of the SAMC, which govern the off - premises sale of alcoholic beverages (Exhibit 6). Finally, the proposed CUP will be consistent with several goals and policies of the General Plan, including Goal 2 of the Land Use Element, which encourages land uses that enhance the City's economic and fiscal viability, that mitigate any potential impacts, and are compatible with and supporting of surrounding land uses. Aid! proposes to provide an additional amenity as part of the retail operations, to serve shoppers and residents of the City similar to the supermarkets in the immediate vicinity. Police Department Analysis The Police Department reviews conditional use permit applications for the sale and service of alcoholic beverages in order to ensure that the potential crime and nuisance behaviors associated with alcohol consumption are mitigated to the greatest extent possible. For off -sale licenses the Police Department analyzes the crime rate in the area using the standards and definitions contained in the Business and Professions Code Section 23948.4(c)(2), which also are utilized by the State Department of Alcoholic Beverage Control (ABC). This section defines "reported crimes" as criminal homicide, forcible rape, robbery, aggravated assault, burglary, larceny theft, and motor vehicle theft, combined with all arrests for other crimes, both felonies and misdemeanors, except traffic citations. 31A-5 Conditional Use Permit No. 2016 -38 November 14, 2016 Page 4 The Police Department then compares the number of such crimes in the reporting district as compared to the number of crimes in other reporting districts. In keeping with the standard used by the State Department of Alcoholic Beverage Control (ABC) and Business and Professions Code, should the Police Department determine that the reporting district has a 20 percent greater number of reported crimes than the average number found in all reporting districts, the Police Department will consider this information in making its recommendation. The project at 2840 South Bristol Street is located in Reporting District No. 129. This reporting district is below the 20 percent threshold established by the State for high crime. The Police Department contends that the operational standards applicable to an off -sale ABC license will mitigate any potential negative impacts to the surrounding community. Therefore, the Santa Ana Police Department does not oppose the granting of a CUP. Moreover the subject property's census tract Is not over concentrated with ABC licenses and the location is not categorized as being in a high crime reporting district; therefore a letter of Public Convenience and Necessity (PCN) will not be required for this application. Public Notification The project site is located within the Thorton Park Neighborhood Association and within the vicinity of the Sunwood Central and Republic Homes associations. Staff contacted the presidents of the Thorton Park, Sunwood Central and Republic Homes neighborhood associations, who identified no concerns with the project. The project site was also posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter, and mailed notices were sent to all property owners and tenants within 500 feet of the project site. At the time of printing of this report, no areas of concern were raised, nor had any correspondence, either written or electronic, been received from any members of the public. CEQ Compliance In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the off - premise sale of beer, wine, and spirits at a grocery store within an existing structure; the proposed 499 - square -foot addition is allowed by the SAMC by right and is not subject to CEQA. It has been found by the City's development review agencies that the use will not create any adverse impacts such as noise, traffic, or safety concerns. The cumulative impact of this project will not be significant as the use will be complementary with the nearby commercial uses in the area. There is no reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use. Categorical Exemption Environmental Review No. 2016 -123 will be filed for this project. 31A-6 Conditional Use Permit No. 2016 -38 November 14, 2016 Page 5 Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal. No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies). Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2016 -38. Ivan Orozco Assistant Plan I0Jm to \Report,ACUP2018.38 Ad Market Type 20 ABC.po Attachments: Exhibit 1 — Vicinity Map Exhibit 2 — Location Map Exhibit 3 — Site Plan Exhibit 4 — Floor Plan Exhibit 5 — Operational Standards for Off -Sale Establishments 31A-7 T - +w 1__j k-1 L_I L --- J 1 ---- J L___J L___J R1 C2 C2 na .' Ri R1 R1 R1 R1 R1 RI Rt R7 R7 ss v. C4 R2 -PRD x• t R1 aer p tl II d+ � � 1. idd 11� ✓/ a.c ...r R3 O C2 � h - T11 C4 d e R1 KA R1 R1 q R1 p R1 nl � na nn n3ns el� R1 R1 N MLO N'Nr 5Gf411YPPUM .iV. fll pI R1 R1 *� C2 zi a i 111 1 R1 R 4 C2 O G1 J j- 'g 1 g RT R4— J R1 ,d RiPRP 1 Ri C1 C4 co r »s Mt R1 Al MMALAGfEDJUURALI' m CCMMEPCIALRE9013PAL Ri ANGEFAMEYf DFNUAL -8 AMNGM00111GUON w CDV mmCEENTIM FL 17MMMILYF£MMIM OSM COMMMALSRn MAIN Mi IJMTIN0USIPoAL m MUCIPLE0FMSWMULTIPE Ct COMMUNiTYCCM9M6Y1AL M2 HEAWINOMUL FAMILYFOMM CI -Mtl CGMMCOMMUCAUMUMIM 01GIF MO MUTARIOPSIARONS FA RJWMANAMRIMEJTS C2 MEIRALCCMMOM 0 OPENTACE FE ARDMIIA aMFATE C3 tr]'MLRJ5NI:.S5 P R FMONAL m 51MRCCevEOWENT WA CPRML EUMM&ARIISI'NLIAGE FC0 FIANNM COMMlN01Y 0 aUMENT m GROMRAN a$ RANNMSIDMNGC9ViHi FTm F1ANN®�OGvIlIALDMCRvM CS AVMHALCCMMB0AL CUP 2016 -38 ALDI MARKET OFF-SALE ABC �G 2840 SOUTH BRISTOL STREET =500 FEET 1" =1000 F&i P L A N N F N G A N D HU_ I L D I N G A G E N C Y L �. CUP 2016 -38 ALDI MARKET OFF -SALE ABC 2840 SOUTH BRISTOL STREET�� P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-9 C O M M E R C I A L N 0 5 P I T A L > y x U N U R S I N G n C 0 M M FI O M E C 0 M M CRC I A L O a LL. HEMLOCK WAY C 0 M M . C O M M E R C I A L PROJECT m SITE C 0 M M E R C I A 1. C O M M E R C I A L SINGLE - SEGERSTROM AVENUE FAMILY RESIDENTIAL M U L T I- F A M I L Y C O M M C O M M E R C I A L RESIDENTIAL CUP 2016 -38 ALDI MARKET OFF -SALE ABC 2840 SOUTH BRISTOL STREET�� P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-9 - 1 91 'f 0.4pi K = °a u q p N : nnanarvwcn Iw:rr,n^ L^ S f F r Udtl 9¢9'L4 Y�� w 15 - 1glSlag s 1 71 w _ a F j� F I-7 1'.F� —T lI� , IAl 1 Vi q i O f � _ hL O YYY i 11 1W�S IIJ xa 1' rz"�-0I1 L >W Lu rn EXHIBIT 4 31A-1 1 Sec. 41 -196. Establishments selling alcoholic beverages. Operational standards for off -sate establishments. The following operational standards shall be included as informational conditions in the conditions of approval for the conditional use permit required pursuant to Section 41 -196 No alcoholic beverages shall be consumed on any property adjacent to the licensed premises under the control of the licensee. The applicant shall be responsible for maintaining free of litter the area adjacent to the premises over which he has control. 3. There shall be no exterior advertising of any kind or type, including window signs or other signs visible from outside, promoting or indicating the availability of alcoholic beverages on the premises. 4. There shall be no coin- operated games maintained on the premises at any time. 5. All public telephones shall be located on the interior of the premises. Any graffiti painted or marked upon the premises or on any adjacent area under the control of the applicant shall be removed or painted over within twenty -four (24) hours of being applied. 7. The applicant shall post a placard prohibiting loitering, pursuant to California Penal Code ( "CPC ") section 602, on the exterior of the premises. It shall be the applicant's responsibility to ensure that CPC section 602 is complied with at all times that the premises are in operation. The applicant shall at all times utilize an age verification device for all purchases of alcoholic beverages. 10. The owner or manager of the licensed premises shall maintain on the premises a written security policy and procedures manual, that has been approved by the police department, addressing at a minimum the following items; handling obviously intoxicated persons; establishing a reasonable ratio of employees to patrons, based upon activity level, in order to monitor beverage sales and patron behavior; handling patrons involved in fighting, arguing or loitering about the building and in the immediate adjacent area that is owned, leased, rented or used under agreement by the licensee(s); verifying age /checking identification of patrons; calling the police regarding observed or reported criminal activity. EXHIBIT 5 1of3 31A -12 11. If there is a marked or noticeable increase in the number of police - related incidents on or near the premises, as such increase may be determined by the chief of police, the applicant may be required to provide state - licensed, uniformed security guards at a number determined by the chief of police. 12. All managers and employees selling alcoholic beverages shall undergo and successfully complete a certified training program in responsible methods and skills for selling alcoholic beverages. The California Department of Alcoholic Beverage Control must approve said training program. Records of each employee's successful completion of the certified training program required by this section shall be maintained on the premises of the alcoholic beverage outlet and shall be presented upon request by a representative of the City of Santa Ana. 13. Alcoholic beverages in containers of less than sixteen (16) ounces cannot be sold by single containers, but must be sold in pre - packaged multi -unit quantities. 14. The sales of alcoholic beverages shall be permitted only between the hours of 7:00 a.m. and 12;00 /midnight each day of the week unless otherwise modified by the granting of an after -hours conditional use permit. 15. Existing building and required parking must conform to the provisions of Chapter 8, Article 11, Division 3 of the Santa Ana Municipal Code (building security ordinance). These code conditions will require that the existing project lighting, door /window locking devices and addressing be upgraded to current code standards. Lighting standards cannot be located in required landscape planters. 16, Cash register must be visible from the street at all times and shall not be obstructed at any time by temporary or permanent signage. 17. Window displays must be kept to a minimum for maximum visibility and shall not exceed twenty -five (25) per cent of window coverage. 18. Window displays and racks must be kept to a maximum height of three (3) feet including merchandise. 19. A timed - access cash controller or drop safe must be installed. 20. A silent armed robbery alarm must be installed and operable at all times. 21. Clearly distinguishable height markers shall be installed on the inside door jamb of all doors used by the public to access the store. Horizontal marks, one (1) inch wide by three (3) inch long, in different colors, and in a contrasting color to the background, shall be placed every six (6) inches beginning at five (5) feet and ending at six (6) feet six (6) inches. 2of3 31A -13 22. No person under the age of twenty-one (21) shall sell or deliver alcoholic beverages. 23. Provide a closed circuit television system approved by the police department and capable of viewing and recording events inside and outside the premises including the parking areas with a resolution which will clearly identify individuals for later identification as follows: a) A minimum of one (1) color camera at each cash register that views the front of a customer, from the waist to the top of the head. b) A minimum of one (1) color camera that views the full length side of a customer at the cash register area. c) A color camera recorder capable of recording events on all cameras simultaneously. d) A tape or disc storage library of recorded cameras kept for a minimum of sixty (60) days. e) If video tape is used, tapes cannot be taped over more than six (6) times. f) An audio recording component that will record sounds occurring at the customer counter. g) An Internet protocol (IP) -based system is required. 24. It shall be the operator's responsibility to submit a shopping cart containment plan pursuant to SAMG section 33.210. 25. The operator shall be responsible for obtaining all necessary permits for building tenant and freestanding signs. This shall include any window signs and temporary banners. 3of3 31A -14 LS 11.7.16 RESOLUTION NO. 2016 -40 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2016 -38 TO ALLOW THE OFF -SALE OF ALCOHOLIC BEVERAGES AT ALDI MARKET LOCATED AT 2840 SOUTH BRISTOL STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2016 -38 to allow an off -sale Alcoholic Beverage Control (ABC) license. B. Santa Ana Municipal Code Section 41 -196 requires a conditional use permit for the sale of alcoholic beverages for off -site consumption of beer and wine that is ancillary to the primary retail use. C. On November 14, 2016, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2016 -38. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code (SAMC) Section 41 -638, have been established for Conditional Use Permit No. 2016 -38 to allow for an off -site ABC license: 1. That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or the community. The sale of alcoholic beverages for off - premise consumption at this location will provide an additional service and convenience to the community by allowing patrons the ability to purchase alcoholic beverages in conjunction with groceries as well as a variety of general merchandise to the general public. The ABC license will not negatively affect the surrounding community as conditions of approval have been included to reduce potential impacts and avoid the potential for an attractive nuisance being established. By adding alcoholic beverages to the other items already offered in the store, Aldi can better serve the community by Resolution No. 2016 -40 Page 1 of 4 31A-15 providing added convenience and a one -stop shopping experience. 2. That the proposed use under the circumstances of the particular case will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The sale of alcoholic beverages for off - premise consumption at this location will not be detrimental to persons residing and working in the area as operational standards will ensure that the use will not create any negative or adverse impacts. Aldi is an established grocery chain with established policies and procedures, including an employee training program focused on security and alcohol responsibility, which will ensure that distilled spirits sales are handled in a responsible manner. 3. That the proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The sale of alcoholic beverages for off- premise consumption at this location will positively influence the present and future economic stability of the property by further diversifying the products and services offered within the store and area in general. Further, this will allow Aldi to remain competitive with similar uses in the area which offer alcoholic beverage sales as part of their retail operations. 4. That the proposed use shall comply with the regulations and conditions specified in Chapter 41 for such use. The sale of alcoholic beverages for off - premise consumption at this location will be in compliance with all applicable operational standards of Chapter 41 of the Santa Ana Municipal Code regarding off - premise general liquor licenses. Operational standards will ensure the project remains in compliance with all applicable codes and regulations related to alcohol sales to ensure that the use does not impact neighboring properties or create an attractive nuisance. 5. That the proposed use will not adversely affect the General Plan or any specific plan of the City. The sale of alcoholic beverages for off - premise consumption at this location will not adversely affect the City's General Plan. Policy 2.2 of the Land Use Element encourages land uses that accommodate the City's needs for goods and services. A grocery store with an ancillary alcohol license will provide an additional service to Santa Ana residents and Resolution No. 2016 -40 Page 2 of 4 31A -16 visitors, especially those to area, which continues to develop as a dining, entertainment, and retail destination with regional significance. Furthermore, Policy 2.8 of the Land Use Element promotes the rehabilitation of commercial properties, and encourages increased levels of capital investment. Further, Policy 2.9 of the Land Use Element supports developments that create a business environment that is safe and attractive. Operational standards for the proposed off - premise ABC license will maintain a safe and attractive environment at the shopping center. Retail establishments and regulated uses such as Alcoholic Beverage Control (ABC) licenses are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with Goals 2 and 5 of the Land Use Element of the City's General Plan which promote land uses that enhance the City's economic and fiscal viability and that mitigate any potential impacts. Finally, Policy 5.5 of the Land Use Element encourages development that is compatible with and supporting of surrounding land uses. Aldi grocery store is currently located in a commercial area and its operations will be compatible with the surrounding commercial businesses. E. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The project proposes to allow the off - premise sale of alcoholic beverages at a full - service supermarket within an existing structure. It has been found by the City's development review agencies that the use will not create any adverse impacts such as noise, traffic, or safety concerns. The cumulative impact of this project will not be significant as the use will be complimentary with the nearby commercial uses in the area. There is no reasonable possibility that the project will have a significant effect on the environment due to the facility having the necessary infrastructure to operate the proposed use. Categorical Exemption Environmental Review No. 2016 -123 will be filed for this project. Section 2. The applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Resolution No. 2016 -40 Page 3 of 4 31A -17 Section 3. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2016 -38, attached hereto and incorporated herein. This decision is based upon the evidence submitted at the abovesaid hearing, which includes, but is not limited to: the Request for Planning Commission Action dated November 14, 2016, and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 14th day of November, 2016 by the following vote: AYES: NOES: ABSENT: ABSTENTIONS Commissioners: Alderete, Bacerra, Bauer, Gartner, McLoughlin, Verino (6) Commissioners: None (0) Commissioners: Mendoza (1) Commissioners: None (0) Lynnette Verino Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, ROSA BARELA, Acting Recording Secretary, do hereby attest to and certify the attached Resolution No. 2016 -40 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on November 14, 2016. Date: Acting Recording Secretary City of Santa Ana 31A -18 Resolution No. 2016 -40 Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: ADOPT A RESOLUTION TO APPROVE THE RELOCATION PLAN FOR THE SANTA ANA ARTS COLLECTIVE PROJECT {STRATEGIC PLAN NO 5, 3C} o / T'v r CY M ANAGE IAallo'Iflll4k'IN4 _+�I�TC�P►1 1014 4 -A AW&4i1lei"kFl11itRi 7�Ii►•fi i.. 2 \ *rJIAW El As Recommended d As Amended ❑ Ordinance on 1s' Reading L7 Ordinance on 2no Reading [] Implementing Resolution C7 Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution to approve the Relocation Plan for the Santa Ana Arts Collective Project located at 1666 N. Main Street in Santa Ana, CA. DISCUSSION On November 3, 2015, the City Council awarded Meta Housing Corporation (Developer) a pre - loan commitment of Inclusionary Housing Funds, Community Development Block Grant (CDBG) and HOME Investment Partnership Program (HOME) funds, not to exceed $4,635,000, for an affordable housing project called the Santa Ana Arts Collective (Project) located at 1666 N. Main Street (Exhibit 1). On February 3, 2016, the loan agreement for the CDBG and Inclusionary Housing Funds was approved by the City Council. The Project will be an affordable housing project with a preference for applicants who are artists and working artist families within Santa Ana with a process that would meet Fair Housing and funding requirements. The Project will provide 57 affordable units, as well as a community art gallery, an art garden on the ground floor, a maker space, digital and media lab, music room, performing arts room, and activity programs. The project will be one of the first projects under the City's new adaptive reuse ordinance and the first affordable housing complex with an artist preference. Based on California law, when state or local funds are provided to a project which would lead to the displacement of people from their homes and /or businesses, the legislative body must approve a relocation plan. The draft Santa Ana Arts Collecitve Project Relocation Plan (Exhibit 1) has been prepared in conformance with applicable provisions of California Relocation Assistance Law and Relocation Guidelines as well as United States Department of Housing and Urban Development (HUD) regulations. All current Project occupants will need to be permanently relocated. The needs and characteristics of the displaced population, available relocation resources, and the Meta Housing Corporation's (Developer) program to provide assistance to each affected person are general subjects of the Relocation Plan. The Developer is utilizing LACAL Consulting, Inc. as their relocation consultant for the relocation plan and 55A -1 Resolution to Approve the Relocation Plan Santa Ana Arts Collective Project December 6, 2016 Page 2 services. The Relocation Plan was completed on May 23, 2016 Current occupants that will need permanent relocation are ten known commercial businesses. There is also a cell tower on the site, however it will remain onsite during and after construction. All occupants have been interviewed and provided informational notices of the relocation plan in accordance with State and Federal requirements. All project occupants received a copy of the draft Relocation Plan with an Advisory Notice on May 27, 2016 describing the public review and public comment period and providing an address to send written comments and a phone number to call for verbal comments or questions. There was one public comment received during the 30- day public review and comment period between May 28, 2016 and June 27, 2016, but it has since been rescinded. As part of the relocation plan, all occupants will be provided relocation assistance including advisory services, moving costs, and reestablishment services provided by the Developer and their relocation consultant. STRATEGIC PLAN ALIGNMENT The relocation plan covered by this report allows the City to meet Goal #5 (Community Health, Livability, Engagement & Sustainability), Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods), Strategy C (Provide that Santa Ana residents, employees, artists and veterans received priority for affordable housing created under the City's Housing Opportunity Ordinance or with City funding to extent allowed under state law). FISCAL IMPACT There is no fiscal impact associated with this action. Robert C. Cort( Deputy City M nager City Manager's ' e J B /NV /II Exhibits: 1. Location Map 2. Relocation Plan 3. Resolution 55A -2 las Qiao�i PROPOSED PROJECT LOCATION 1666 NORTH MAIN STREET FE SI NAL u O COMM RCIAI_ 17TH COMM EF CIA I. J u 0 W w J m V Q u z 0 0 V 15TH 1 iI I- W W F Ln W 0 U N EXHIBIT 1 55A -3 COMMERCIAL STREET n cw J P2 u 0 W W m V W F- F vi �^ u 16TH STREET COMM. J V w - � 2 z g u V) O 1 LL W W U" W m STREET 1 [:::�] n cw 55A -4 Relocation Plan for Santa Ana Arts Collective - 1666 North Main Prepared for Santa Ana Arts Collective, LLC Prepared by LACAL Consulting, Inc. May 31, 2016 7-1,3N, Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California I ntroduction............................................................................... ............................... 1. Project Location and Description ......................................... ............................... A. Location ........................................................................... ............................... B. Project Description .......................................................... ............................... II. Relocation Needs Assessment ............................................. ............................... A. Current Occupants ........................................................... ............................... 111. Relocation Resources ......................................................... ............................... A. Replacement Site Availability ......................................... ............................... B. Related Issues .................................................................. ............................... IV. Relocation Program ........................................................... ............................... A. Program Objectives, Standards and Assurances ............. ............................... B. Relocation Advisory Assistance ...................................... ............................... C. Relocation Financial Assistance ...................................... ............................... D. General Information on Payment of Relocation Benefits .............................. E. Relocation Tax Consequences ......................................... ............................... F. Grievance Procedures ...................................................... ............................... G. Eviction Policy ................................................................ ............................... H. Immigration Status .......................................................... ............................... 1. Citizen Participation .......................................................... ............................... J. Project Timing .................................................................. ............................... K. Estimated Relocation Costs ............................................. ............................... Appendices................................................................................ ............................... AppendixA ............................................................................... ............................... Relocation Assistance Program ............................................. ............................... AppendixB ............................................................................... ............................... Public Comments and Response ........................................... ............................... 'P�PM ................ 4 ................ 5 ................ 5 ................ 7 ................ 8 ................ 8 .............. 11 .............. 11 .............. 12 .............. 13 .... I......... 13 .............. 13 .............. 14 .............. 17 .............. 18 .............. 18 .............. 19 .............. 19 .............. 20 .............. 20 .............. 20 .............. 21 .............. 22 .............. 22 .............. 29 .............. 29 Relocation Plan for Santa Ana Arts Collective -- 1666 North Main, Santa Ana, California c Figure 1: Regional Project Site Setting.... Figure 2: Santa Ana Arts Collective Site. Figure 3: Aerial View of Project Vicinity 5 6 6 Table 1: Description of Non - Residential Uses ............................................... ............................... 8 Table 2: Availability and Cost of Office Space ............................................ ............................... 11 55A -7 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Aria, California Introduction The following relocation plan (Plan) has been prepared for submission to the City of Santa Ana (City) as administrator of CDBG and HOME funds, the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) in conformance with the applicable provisions of the Uniform Relocation Act (46 U.S.C. § 4600 et seq.), its implementing regulations (49 C.F.R. Part 24), the California Relocation Assistance Law, California Government Code Section 7260 et seq. (ORAL) and the California Relocation Assistance and Real Property Acquisition Guidelines, Title 25, California Code of Regulations, Chapter 6, Section 6000 et seq. (Guidelines) and Handbook 1378 of the United States Department of Housing and Urban Development (HUD). Santa Ana Arts Collective, LLC (Developer) has acquired for adaptive reuse a late modern, five -story office building and site, to create an iconic community gallery and affordable family development designated for professional artists of all disciplines. The proposed Santa Ana Arts Collective Project (Project) will consist of 25 one - bedroom units, 16 two - bedroom units and 17 three - bedroom units. The common grounds will be professionally landscaped, offer approximately 113 parking spaces and provide a community art gallery, art garden, digital and media lab, music room, maker space, performing arts room, community garden, community room, tot -lot, onsite bicycle parking and laundry room. The property acquisition, which is planned as part of the Project, will potentially cause the displacement of 10 non - residential occupants. The statutory basis for this Plan arises from the anticipated need to permanently displace the non- residential current office uses from their Project units as well as to identify relocation requirements, special needs and preferences for these occupants and the relocation assistance program the Developer will follow. The Plan is presented in four sections: Section I. General Project area and site description Section IL Profile of non - residential occupants who may be affected Section IId: Description of available suitable commercial sites in the vicinity of Project Section IV: Description of the relocation assistance program It is important to be aware that the preparation of the Plan fulfills an administrative requirement but does not, by itself, constitute a commitment to proceed with the Project or the eligibility for relocation assistance or benefits. The Plan has been prepared by LACAL Consulting, Inc. ( LACAL). The LACAL office is located at 6535 Wilshire Boulevard, Suite 205 in Los Angeles, California. The general telephone member is (323) 951 -9887 which is attended Monday through Friday, between 9 a.m. and 5 p.m. y • Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California i' 0 r The Project is located on south -west corner of Seventeenth Street and Main Street in Santa Ana, County of Orange, generally between West Seventeenth Street to the north, West Fifteenth Street to the south, North Main Street to the east and North Sycamore Street to the west. The office complex associated with the Project is located less than a mile west of the Interstate 5 and south of the State Route 22. (See Figure 1 for Regional Location Setting, Figure 2 for Specific Site Location and Figure 3 for Aerial Project View). Figure 1: Regional Project Site Setting Specific location of Santa Ana Arts Collective is at 1666 North Main Street in Santa Ana, California where North Main Street Corridor's southern border meets Midtown. A development here continues the trend of major investments along North Main Street. By infilling this corridor with an arts collective, the highly successful Artist Village to the south becomes connected to esteemed art and cultural institutions to the north, the Bower Museum and Kidseum. 55A -9 Relocation Plan ror Santa Ana Arts Collective — 1666 North Main, Santa Ana, California Figure 2: Santa Ann Arts Collective Site Figure 3: Aerial View of Project Vicinity 55A -10 .vain. vn x.a yg P 8 x I ti a iii w b Ccw aay X �} g 3 9 frQS p f d � x 98 u Jnmu �`S S mn � % F tmn �b pia µ X3 Y m 6 1 F E`tyA XpVd p } c , tl E.TPrva H� Figure 2: Santa Ann Arts Collective Site Figure 3: Aerial View of Project Vicinity 55A -10 Relocation Plan for Santa Ana Arts Collective -- 1666 North Main, Santa Ana, California HKMMnMKMMM= The Developer acquired 100% fee simple ownership in 1666 North Main Street in Santa Ana, California. The property consists of a five -story office building totaling approximately 62,724 rentable square feet, situated on a 1 -acre site at the signalized intersection of 17th Street and Main Street. The property was constructed in 1968 of reinforced concrete panels with tinted window panels. The building was renovated in 2008 including new elevator cabs, build -out of tenant improvements for the then- anchor bank branch, new restrooms, electrical and ceiling for the 3rd Floor, tenant improvement for frill 4th floor including new restrooms, roof, energy management system with variable frequency drive, new compressors for central HVAC system, and painting and plumbing for the subterranean garage. The Developer proposes to adaptively reuse the building in order to 1) continue the trend of major investments along N. Main Street, and 2) connect the highly successful Artist Village to the south to esteemed art and cultural institutions to the north, the Bower Museum and Kidseum. With Studio 11 I as the architect, the Santa Ana Arts Collective would Adaptively Reuse a five - story office building and site, into an iconic community gallery and affordable family development designated for professional artists of all disciplines. This project would expand on the idea of using art as a tool for economic and community revitalization, by preserving affordable space for artists. In other words, this quality, affordable housing will ensure that the community is a place where art is created and not just sold, and a place where artists can afford to enjoy the benefits of revitalization for the long -term. An Arts Collective here also complements and expands on activities of the Bowers Museum and its kid - centric extension, Kidseum. The museum's philosophy is to help people learn about other cultures through their arts, and offer a greater understanding of themselves and an appreciation of the world. Similarly, through its proven partnership with nationally renowned nonprofit EngAGE, Developer's art colonies transform traditional apartment communities into vibrant centers of learning, wellness and creativity. 55A -11 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California This Plan provides the results of a needs assessment survey, their incorporation into the planning process, and details of the Developer's proposed relocation program. This Plan sets forth policies and procedures necessary to conform to federal and state statutes and regulations for non- residential displacements. Permanent funding sources for the Project include City of Santa Ana inclusionary housing funds, CDBG funds, HOME funds, tax exempt debt, deferred developer fee, and tax credit equity. The information necessary for the preparation of this Plan was initially provided by the Developer and property manager and it was substantiated by the property appraisal and environmental report. After close of escrow in January 2016, personal interviews with the decision makers of the affected businesses were conducted. Survey questions of non - residential occupants concerned existing conditions such as type of business, type of occupancy, lease /rental and income information, description and size of current operations, any special requirements, and area /facility preferences for replacement locations. A. Current Occupants The Project includes 10 operating businesses (collectively called `non - residential uses'). Table 1, following, provides a breakdown of the commercial uses by type, estimated square footage, notable features, longevity and rent /lease rates. Table 1: Description of Non- Residential Uses Type of Est Particular Move -In/ Monthly Name Operation Square Features Lease Lease Footage Start 55A -12 large open PAE Professional office 6,306 waiting space, 9/1/15 $13;116 Services, Inc_ 3 offices, server room Berkshire Hathaway office 3,525 standard 9/1/13 $4,760 1,850- 4/1/11 $2,497 Shoreline Properties office standard 1,202 n/a ti /a Public Consulting office 1,512 standard 8/1/14 $1,965 Group Grupo legal Hispano, 804 small office 6/1/15 $1,125 office Inc 1,532 standard 6/1/15 $2,068 55A -12 Relocation Plan for Santa Ana Arts Collective -- 1666 North Main. Santa Ana. California Table 1: Description of ]Von- Residential Uses Type of Est Particular Move -III/ Monthly Name Operation Square Features Lease Lease Tootaue Start Masonek Law Croup office 1,894 standard 10/1/13 $2,500 Peirano & Associates, office 1,506 standard 9/1/13 $1,506 Inc full floor, 39 individual staff Western Youth Services office 11,272 offices, several 5/1/11 $27283 play rooms, observation room Parking Co garage /lot operating n/a n /a, parking lot roof top cell rooftop tower, Sprint PCS Assets 75 enclosed on 7/1/05 $2,200 tower the roof story e Current tenants at the Project property are mainly standard -sized offices, with more or less sophisticated electrical and IT setups. Western Youth Services and PAE Professional Services, Inc. are the exception in regard to the size and setup of their operation. Western Youth Services occupies an entire 4th floor and the build outs were performed per specifications at the lease commencement. They have 39 individual offices, several children's playrooms, observation room and large storage, filing room and employee lounge. They are fully networked and equipped with computers, internet and phones for each of the offices and their outside network. A relocation challenge for them will be to perform a move over the weekend, with any required overtime for staff as they cannot suffer any down -time. Another tenant leasing a larger space is PAE Professional Services, Inc. (previously USIS) which provides fingerprinting and supporting services to the US Department of Homeland Security. They are heavily regulated by the federal government as to the specific buildouts for their space, they require special cooling in their server room and additional, specialized electrical to support their operations. They also have 3 individual offices: for the first immigration officer, for the PAE supervisor and one guest office. The main area of the suite is open, with sitting room layout and lines to the security check desk and actual fingerprinting equipment. The setup resembles DMV. Sprint PCS rooftop tower will be able to remain onsite during and after construction; as a utility it services the general area and clients like police department, fire department and courts. It is essential that Sprint tower stays in the area, preferred at this site without interruption. 55A -13 Relocation Plan for Santa Etna Arts Collective — 1666 North Main; Santa Ana, California The commercial corridor of downtown Santa Ana is a desirable location for real estate and legal tenants and every attempt will be made to find suitable replacement sites in the vicinity of the current area. 55A -14 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California While there is no specific requirement under current Relocation Law that alternate relocation sites be made available to non - residential occupants at the time of displacement, the Developer is committed to making every effort to satisfactorily relocate all concerns. A survey was conducted daring the months of April and May 2016 to determine the availability of commercial sites in the Project area and vicinity; the following sources were utilized: • Internet sources • Telephone and field contact with commercial brokerages serving the area A. Replacement Site Availability The Project includes up to 10 non - residential uses, zoned for commercial office. The research that was performed to analyze likely relocation opportunities focused on actual office space availability in Santa Ana, Tustin and Orange. 'Cable 2: Availability and Cost of Office Space Space in Size /Square No. of Properties Found Cost /Sq. Foot (Median Cost) Footage Less than 1,000 SF 12 $1.35 - $1.76 ($1:48) 1,001 SF to 3,000 SF 30 $0.68 - $105 ($1.50) 3,001 SF to 6,000 SF 12 $1.05 - $1.75 ($1:10) Larger than 6,001 SF 21 $0.65 - $1.80 ($1.15) Non - residential use owners will have to take an active role to search for appropriate replacement sites should the Project proceed as planned. The information in this Plan is a snapshot in time; the commercial real estate market in Southern California is volatile and may be able to absorb the relocations of all non - residential uses as long as there is available assistance and active participation of non - residential use owners. The Developer will provide professional consulting assistance to all displacees during the relocation implementation phase to minimize any down time and loss of income for non - residential use owners. 55A -15 Relocation Plan for Santa Ana Arts Collective — 1666 ]North Main, Santa Ana, California B. Related Issues 1. Language Relocation assistance information will be provided in English or the language used by the business owners. All written communication will be provided in the language needed, or an interpreter will be provided in order to assure that all non - residential use owners obtain a complete understanding of the relocation program and available benefits. 2. Temporary Relocation Temporary relocation is not anticipated for this Project. 55A -16 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Aria, California r The relocation program and assistance offered by the Developer will conform to provisions of the California Relocation Law, Government Code Section 7260, et seq., the California Relocation Guidelines, California Code of Regulations Title 25, Chapter 6, as amended January 1, 1998, the federal Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (URA), as amended and the implementing regulations of Handbook 1378 of the Department of Housing and Urban Development (HUD), as appropriate. t r r It is the Developer's objective to fully inform eligible Project occupants of the nature of the site development activities, timing, and procedures for obtaining relocation assistance and benefits. To meet all regulatory requirements, the Developer and LACAL relocation staff will: ➢ Distribute appropriate written informational brochure (Appendix A); and fully inform eligible Project occupants of the nature of and procedures for obtaining relocation assistance and benefits. ➢ Determine the needs of each commercial displacee eligible for assistance. ➢ Assist commercial uses to identify appropriate replacement spaces. ➢ Provide assistance that does not result in different, or separate treatment due to race, color, religion, national origin, sex, sexual orientation, marital status or, other arbitrary circumstances. ➢ Supply information concerning federal and state governmental programs providing assistance to displacees. ➢ Assist non - residential occupants to complete applications for relocation benefits. ➢ Make relocation benefit payments in accordance with applicable law and guidelines. ➢ Assure that no occupant is required to move without a minimum of 90 days written notice to vacate. ➢ Inform all persons of the Developer's property management policies including criteria for pursuing tenant evictions. ➢ Establish and maintain a formal grievance procedure for use by displaced persons seeking administrative review of the Developer's decisions with respect to relocation assistance. B. Relocation Advisory Assistance Advisory assistance services are provided in order to inform displacees about the relocation program, help find replacement accommodations, coordinate claims processing, maintain a communication link with the Developer and assist with the involvement of outside providers of 55A -17 Relocation flan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California social and other support services. To follow through on the advisory assistance component of the relocation program, LACAL relocation staff will perform the following functions: ➢ The non - residential occupants in the Project area will be personally interviewed to gather information appropriate to the determination of needs and preferences regarding replacement of existing facilities. ➢ A printed Informational Brochure will be provided in English or the displacee's language should that be subsequently deemed necessary. Signed acknowledgments will be obtained to verify receipt of this material. ➢ Maintain a database of available commercial /office space and distribute replacement site referrals for the duration of the Project. ➢ Assistance will be offered to displacees in connection with arrangements for the purchase of real property, if applicable, obtaining required business permits or licenses, the filing of claim forms to request relocation benefits from the Developer and to obtain services from other public agencies. ➢ Special assistance in the form of referrals to governmental and non - governmental agencies will be made, if requested. ➢ Assist eligible displacees with the preparation and submission of relocation assistance claims. ➢ Make benefit determinations and payments in accordance with applicable law and Developer's policy. C. Relocation Financial Assistance Benefits will be paid to the eligible displaced occupants upon submission of required claim forms and documentation in accordance with the Developer's approved procedures. LACAL will assist claimants in the preparation of the necessary claim forms. Specific eligibility requirements and eligible benefits will be detailed on an individual basis with displacees. In the course of personal interview and follow -up visits, the displacees will be counseled as to available options and the consequences of any choice with respect to financial assistance. Pursuant to the requirements of Federal Relocation Guidelines, the eligible businesses may receive a relocation payment to cover reasonable cost of moving. They may choose either (1) a payment for all eligible actual reasonable and necessary moving and related expenses, or (2) a fixed payment not to exceed $40,000. 55A -18 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California 1. Paymentfor Actual Reasonable and Necessary Moving and Related Expenses Any business which qualifies as a displaced person is entitled to payment for such actual moving expenses, as the Developer determines to be reasonable and necessary, including expenses for: ➢ Transportation of persons and property from the present location to the replacement location (transportation costs for a distance beyond 50 miles are not eligible, unless the Developer determines that relocation beyond 50 miles is justified). ➢ Packing, crating, uncrating, and unpacking personal property. ➢ Disconnecting, dismantling, removing, reassembling, and installing relocated and substitute machinery, equipment and other personal property. Includes connection to utilities available nearby and modifications necessary to adapt such property to the replacement structure or to the utilities or to adapt the utilities to the personal property. ➢ Storage of personal property for a period not to exceed 12 months, unless the Developer determines that a longer period is necessary. ➢ Insurance of personal property while in storage or transit and the replacement value of property lost, stolen, or damaged (not through the fault or negligence of the displaced person) in the process of moving, where insurance is not readily available. ➢ Any license, permit, or certification required by the displaced business, to the extent that the cost is necessary for reestablishment at the replacement location. (These costs may be pro -rated based on the remaining useful life of any existing license, permit or certification). ➢ Reasonable and pre - authorized professional services, including architects', attorneys', engineers' fees, and consultants' charges, necessary for: (1) planning the move of the personal property; (2) moving the personal property; or, (3) installing the relocated personal property at the replacement location. ➢ Professional services performed prior to the purchase or lease of a replacement site to determine its suitability for the business operation including, but not limited to, soil testing, feasibility and marketing surveys. ➢ The purchase and installation of substitute personal property limited to the lesser of: (1) an amount equal to the reasonable expenses that would have been required to relocate the property, as determined by the Developer, subject to certain limitations, or, (2) the replacement cost, less any proceeds from its sale or trade -in. ➢ Connection to available nearby utilities from the right -of -way to improvements at the replacement site. ➢ The modification of machinery, equipment or other personal property necessary to adapt these to the replacement location or to utilities available at the replacement location. 55A -19 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California ➢ Relettering signs and replacing stationary on hand at the time of displacement that are made obsolete as a result of the move. ➢ Actual direct losses of tangible personal property resulting from moving or discontinuing a business or non -profit organization, not -to- exceed the lesser of: (1) the fair market value of the property for continued use at its location prior to displacement less any proceeds from sale of the property; or, (2) an amount equal to the reasonable expenses that would have been required to relocate the property, as determined by the Developer, subject to certain limitations. ➢ Actual and reasonable expenses incurred in searching for a replacement business or non - profit organization location, not -to- exceed $2,500, and including compensation for transportation expenses; time spent searching for a reasonable location, meals, and lodging; real estate broker or agent fees; time spent in obtaining permits and attending zoning hearings; and time spent negotiating the purchase of a replacement site. ➢ Impact fees or one -time assessments for anticipated heavy utility usage. ➢ Low Value /High Bull: when the personal property to be moved is of low value and high bulk, and the cost of moving the property would be disproportionate to its value in the judgment of the Developer, the allowable moving cost payment shall not exceed the lesser of: (1) the amount which would be received if the property were sold at the site or (2) the replacement cost of a comparable quantity delivered to the new business location. Examples of personal property covered by this provision include, but are not limited to, stockpiled sand, gravel, minerals, metals and other similar items of personal property as determined by the Developer. ➢ A Reestablishment allowance of up to $25,000, available to farms, nonprofit organizations and small businesses with no more than 500 employees. Reestablishment allowance payments are made in addition to compensation provided for actual, reasonable and necessary moving expenses. Reestablishment allowance expense categories include but are not limited to: • Repairs or improvements to the replacement property as required by Federal, State or local law, code or ordinance; • Modifications to the replacement property to accommodate the business operation or make replacement structures suitable for conducting business; • Construction and installation costs for exterior signing to advertise the business; ■ Redecoration or replacement of soiled or worn surfaces at the replacement site, such as paint paneling or carpeting; ■ Advertisement of replacement location; • Estimated increased costs of operation during the first two years at the replacement site for such items as: a) Lease or rental charges, b) Personal 55A -20 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California or real property taxes, c) Insurance premiums, and d) Utility charges, excluding impact fees; Other items essential to the reestablishment of the business. If the displaced business elects to take full responsibility for the move of the business, the Developer will make a payment for the business's moving expenses in an amount not to exceed the lower of two acceptable bids or estimates submitted to the Developer. At the Developer's discretion, a payment for a low cost or uncomplicated move may be based on a single bid or estimate. 2, A Fixed Payment In Lieu ofA Payment For Actual Reasonable Moving and Related Expenses The option to claim a fixed payment in -lieu of actual reasonable moving and related expenses enables both for - profit and non - profit businesses to receive relocation assistance compensation without providing documentation of bids and actual expenses. The payment amount available to any individual business is based on an average of annual net earnings over a two year period. For businesses which have not been in operation for two years, income figures can be annualized. The method for establishing income is through tax returns and /or certified financial statements. The payment to an eligible business may not be less than $1,000, nor more than $40,000. To qualify for this payment, it must be determined that, a displaced business: ➢ owns or rents personal property, which must be moved in connection with such displacement and for which an expense would be incurred in such move; ➢ is not operated at the displacement site solely for the purpose of renting the dwelling or site to others; ➢ cannot be a part of a commercial enterprise having at least three other establishments which are not being acquired by the Developer, and which is under the same ownership and engaged in the same or similar business activities; ➢ must not be able to relocate without substantial loss of patronage; and ➢ contributed materially to the income of the displaced person during the two taxable years prior to displacement. D. General Information on Payment of Relocation Benefits Claims and supporting documentation for relocation benefits must be filed with the Developer within 18 months from: ➢ the date the claimant moves from the acquired property; or, ➢ the date on which final payment for the acquisition of real property is made, whichever is later. 55A -21 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California The procedure for the preparation and filing of claims and the processing and delivery of payments will be as follows: ➢ Claimants will provide all necessary documentation to substantiate eligibility for assistance; ➢ Assistance amounts will be determined in accordance with the provisions of the Law; ➢ Required claim forms will be prepared by LACAL relocation personnel in conjunction with claimants. Signed claims and supporting documentation will be submitted by LACAL to the Developer; ➢ The Developer will review and approve claims for payment, or request additional information; ➢ The Developer will issue benefit checks and they will either be personally delivered or sent by mail; ➢ Final payments will be issued after confirmation that the Project area premises have been completely vacated; ➢ Receipts of payment will be maintained in the relocation case file. J. Relocation Tax Consequences California Government Code Section 7269 indicates no relocation payment received shall be considered as income for the purposes of the Personal Income Tax Law, Part t0 (commencing with Section 170 01) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 1 I (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. Furthermore, federal regulations (49 CFR Part 24, Section 24.209) also indicate that no payment received under this part (Part 24) shall be considered as income for the purpose of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986. The preceding statement is not tendered as legal advice in regard to tax consequences, and displacees should consult with their own tax advisor or legal counsel to determine the current status of such payments. (IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be awed, for the purpose of (i) avoiding tax- related penalties under the Internal Revenue Code or (ii) promoting marketing or recommending to another party any matters addressed herein) F. Grievance Procedures The Developer's Grievance Policy will follow the standards described in 49 CFR, Part 24, Section 24.1.0. Briefly stated, aggrieved persons will have the right to ask for administrative review when 55A -22 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California they believe themselves aggrieved by a determination as to eligibility or the amount of payment. Requests for review will be directed to the Developer's Senior Vice President, or authorized designee. Details concerning the entire appeals process will be provided upon request. G. Eviction Policy Eviction for cause must conform to applicable State and local law. Any person who occupies the real property and is not in unlawful occupancy on the date of the initiation of negotiations, is presumed to be entitled to relocation payments and other assistance set forth in this part unless the Developer determines that: ➢ The person received an eviction notice prior to the initiation of negotiations and, as a result of that notice is later evicted; or ➢ The person is evicted after the initiation of negotiations for serious or repeated violation of material terms of the lease or occupancy agreement; and ➢ In either case the eviction was not undertaken for the purpose of evading the obligation to make available the payments and other assistance set forth in this part. For purposes of determining eligibility for relocation payments, the date of displacement is the date the person moves, or if later, the date a comparable replacement dwelling is made available. This section applies only to persons who would otherwise have been displaced by the Project. H. Immigration Status Federal legislation (PL105 -117) prohibits the payment of relocation assistance benefits under the Uniform Act to any alien not lawfully present in the United States unless such ineligibility would result in an exceptional and extremely unusual hardship to the alien's spouse, parent, or child any of whom is a citizen or an alien admitted for permanent residence. Exceptional and extremely unusual hardship is defined as significant and demonstrable adverse impact on the health or safety, continued existence of the family unit, and any other impact determined by the overseeing government authority to negatively affect the alien's spouse, parent or child. The Developer may elect to authorize the payment of relocation assistance benefits to any otherwise eligible commercial displacee from non - federally authorized reimbursable funds. In order to track and account for relocation assistance and benefit payments, LACAL relocation staff will be required to seek immigration status information from each non - residential occupant by having them self - certify as to their legal status. 55A -23 i Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California I. Citizen Participation The Developer will fully meet its obligations under the Relocation Guidelines with respect to the following activities: ➢ Full and timely access to documents relevant to the relocation program. ➢ Provide assistance necessary to interpret elements of the Plan and pertinent notices. ➢ Distribution of a general notice concerning the availability of this Plan for public review, as required, 30 days prior to its proposed adoption. Notice recipients will include affected Project non - residential uses and all other interested parties. ➢ The opportunity to submit written or oral comments concerning the Plan and to have these comments attached to the Plan (Appendix B) when it is forwarded to the City of Santa Ana, CTCAC, and CDLAC for adoption. ➢ Final review of the Plan to ensure its feasibility, compliance and compatibility with relocation law and guidelines. The Developer closed escrow on the Project property in January 2016 and construction is anticipated to begin no earlier than March 2017. The relocation activities already commenced to allow ample time for businesses to plan their move. The Developer will approve, or request additional information, individual relocation claims as soon as they are presented and eligible businesses will be able to move any time, even prior to issuance of 90 -day notices — anticipated for late 2016. K. Estimated Relocation Costs The Project will be funded with a combination of local, state and federal funds. The total budget estimate for relocation- related payments for this Project is $907,000. The estimated relocation budget does not include consideration of relocation administrative services nor any related consulting services which may be necessary for the implementation of the Plan and Project. 55A -24 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Aria, California 55A -25 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California MEM Relocation Assistance Program 55A -26 Relocation Assistance Prog Brochure 0 IIII i TRUSTEM PROFESSIONAL. RELIABLE, I RELOCATION ASSISTANCE PROGRAM FOR BUSINESS OWNERS, NON PROFIT ORGANIZATIONS AND FARM OPERATIONS 55A -27 r- Relocation Assistance Program Brochure - Business The Relocation Assistance Program provides the policies for orderly, timely and efficient relocation of business occupants displaced by the acquisition and development activities. The relocation program is administered by offering advisory assistance and making relocation payments as follows: Relocation Advisory Assistance Maximum assistance to re- establish with a minimum of delay and loss of earning will be provided to displaced businesses. A Relocation Consultant will be assigned to each displaced business throughout the relocation process and will be the principal contact in all relocation matters. Information will also be supplied regarding other programs which may offer assistance to displacees, including consultation with the Small Business Administration. The Relocation Consultant will assist in completing and submitting claim forms for relocation payments. 2. Relocation Payments Relocation payments are available to eligible businesses, non - profit organizations and farm operations. To qualify for these payments, an owner or tenant must have legally occupied the property on which the displacee conducted a business at the Developer makes its first written offer to purchase the property. Relocation payments to businesses consist entirely of moving costs and related moving costs. Relocation moving payments do not cover such costs as down time, overtime, loss of business goodwill, loss of profits, loss of employees, or other similar items. Generally, claims are submitted and moving payments are made after the move is completed and the premises are left clean and orderly. All claims must be submitted with 18 months of the date displacee vacates the property. Commercial displacees may elect one of the two types of relocation moving payments as outlined below: Actual Reasonable Moving and Related Expenses. You may choose to be reimbursed for actual moving and related expenses which include: Moving Expenses, Each displacee will be eligible for complete moving services to a new location and will have the option of having either a commercial move or conducting a self - move. The Developer must be supplied with a written inventory listing of the personal property items to be moved at least 30 days in advance of the move. Also, no later than 15 days prior to moving, written notice must be given to the Developer of the date of the move and the type of move requested. Relocation Advisors must be allowed to make reasonable and timely inspections of the personal property at both the displacement and replacement sites, and to monitor the move. The displacee will be required to obtain a minimum of two competitive bids from qualified, approved professional moving carriers. The Developer may make direct payment to the professional moving carrier with the lowest bid, or if a self -move is elected, payment can be made to the displacee in an amount not to exceed the lower of the two bids. To assist in filing a claim, the following is a list of expenses which are generally included: 14 55A -28 Relocation Assistance Proaram Brochure Business 1) Transportation of personal property from the acquired site to a replacement site (limited to a distance of 50 miles). 2) Packing, crating, unpacking and uncrating of personal property to be moved. 3) Removal and reinstallation of appliances, machinery and equipment, including utility connection charges. 4) Re- lettering of trucks, signs and similar items such as re- printing of business cards and stationery made obsolete by the move. 5) Insurance of property in connection with the move, and reasonable replacement of property lost or damaged where insurance is unavailable. 6) Storage of property for a period generally not to exceed 12 months, when the Developer determines it to be necessary. 7) Any re- application fee for a professional license, permit or certification required by a displacee for the replacement location. 1) Other moving and related expenditures that the Developer determines are reasonable and necessary. The following is a list of items which would NOT be eligible in a moving expense claim: 3 55A -29 1) Additional expenses incurred because of operating in a new location, except as permitted under the reestablishment payment described in Subparagraph 1d listed below. 2) Interest on loans to cover moving expenses 3) Loss of goodwill. 4) Loss of trained employees. 5) Personal injury. 6) Preparation of claim for moving and related expenses. 7) Other items the Developer determines are not reasonable and necessary 1. Payments Related to Personal Property Not Moved. A displacee may receive a payment for actual direct loss of tangible personal property which is not relocated. Payment is determined on the basis of the value of the property minus any proceeds from the sale of the item or the cost to move the item whichever is less. Appropriate documentation to support a claim, such as reasonable advertising costs, auction records, or other supporting evidence, will be required. A displacee may receive a payment for personal property which is not relocated, but rather is replaced with substitute equipment at the replacement site. Payment is determined on the basis of the cost of the substitute item minus any proceeds from the sale of the replaced item or the cost to move the replaced item whichever is less. Appropriate documentation to support a claim, such as proof of cost of substitute item installed, reasonable advertising costs, auction records, receipts from sale proceeds or other supporting evidence will be required. When personal property is abandoned with no effort made by displacee to dispose of such property, the displacee is not entitled to claim moving expenses or losses for the abandoned items and may be required to reimburse the Developer for the cost to remove such items from the property. 2. Searching Costs for a Replacement Location. A displacee may file for reimbursement of costs to search for a replacement location, not to exceed $2,500. Such a claim must be supported by accurate records of dates, times, locations, expenses, receipts, diaries and similar evidence and may include the following expenses: 1) Transportation within a radius of 50 miles from the displaced site. 2) Meals and lodging while away from home, when receipts are presented as documentation. tl 55A -30 Relocation Assistance Program Brochure - Business 3) Reasonable time spent in searching, based on the individual's average hourly wage rate. 4) Reasonable fees paid to real estate agents or brokers to locate the replacement site, excluding any fees or commissions related to the purchase of a replacement site. d. Re- establishment Costs fora Business. A displacee may file for reimbursement of actual and reasonable costs necessary to relocate and re- establish a business at its new site, not to exceed $25,000. Such a claim must be supported by accurate records of dates, times, expenses, fees, receipts and similar evidence, and may include the following expenses: 1) Repairs, improvements or modifications to the replacement site as required by law, code or ordinance. 2) Construction and installation costs for exterior signing to advertise the business. 3) Provision of utilities from right -of -way to improvements at replacement site. 4) Advertisement of replacement location. 5) Licenses, fees and permits when not paid as part of moving expenses. 6) Estimated increased costs of operation during the first two years at the replacement site. K• Instead of receiving payments as outlined in "Actual Reasonable Moving and Related Expenses" above, a displacee may elect to receive: A Fixed Payment In -Lieu of Actual Moving and Related Expenses. A fixed payment (in -lieu of actual moving and related expenses) may be made and is computed on the basis of the average annual net earnings of the displacee for the two years immediately preceding displacement and shall be in an amount of not less than $1,000 or more than $40,000. To be eligible to receive an in -lieu payment, the Developer must determine the following: That the organization cannot be relocated without a substantial loss of existing patronage. The term "existing patronage" includes membership, persons, community and /or clientele served or affected by the activities of the organization. 2. That the business is not part of a commercial enterprise having no more than three other establishments which are not being acquired for the project and which are engaged in the same or similar activity. 3. The business is not operated solely for the purpose of renting the site to others. 55A -31 4. That during the two taxable years prior to displacement, the displacee's business must have: 1) Had average annual gross receipts of at least $5,000 or; 2) Had average annual net earnings of at least $1,000 or; 3) Contributed to at least one -third of the average gross income of the displacee. To establish average annual net earnings a displacee must submit certified copies of income tax returns for two years immediately preceding the taxable year in which the business is displaced. GRIEVANCE PROCEDURE. If a displacee believes that a claim has been unfairly administered, the claimant may, within 60 days after the claimant receives written notification, request review by the Administrator of the Developer. Project occupants are encouraged to contact the Developer's Relocation Consultant, LACAL Consulting, Inc. The Consultant's address and telephone number are listed below: LACAL Consulting, Inc. 6535 Wilshire Blvd., Suite 205 Los Angeles, CA 90048 (323)951 -9887 www.lacalconsulting.com 55A -32 Relocation Plan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California UMMM Public Comments and Response 55A-33 Relocation Flan for Santa Ana Arts Collective — 1666 North Main, Santa Ana, California Relocation plan was available for 30 -day public review during June 1, 2016 and July 1, 2016. No public comments were received. 55A -34 ROH — 12/06/16 RESOLUTION NO. 2016- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE RELOCATION PLAN FOR THE SANTA ANA ARTS COLLECTIVE PROJECT LOCATED AT 1666 N. MAIN STREET BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA, AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 3, 2015, the City Council awarded a Request for Proposal to Meta Housing Corporation (Developer) for a pre -loan commitment of inciusionary Housing Funds, Community Development Block Grant (CDBG) and HOME Investment Partnership Program (HOME) funds, not to exceed $4,635,000, for an affordable housing project called the Santa Ana Arts Collective (Project) located at 1660 N. Main Street, B. On February 3, 2015, the loan agreement for the CDBG and Inclusionary Housing Funds was approved by the City Council. C. The Project will be an affordable housing project with a preference to applicants who are artists and working artists' families within Santa Ana with a process that would meet Fair Housing and funding requirements. The Project will provide 57 affordable units, as well as a community art gallery, an art garden on the ground floor, a maker space, digital and media lab, music room, performing arts room, and activity programs. The project will be one of the first projects under the City's new adaptive reuse ordinance and the first affordable housing complex with an artist preference. D. Based on California law, when state or local funds are provided to a project which would lead to the displacement of people from their homes and /or business, the legislative body must approve a relocation plan with state funds. E. The draft Santa Ana Arts Collective Project Relocation Plan has been prepared in conformance with applicable provisions of California Relocation Assistance Law and Relocation Guidelines as well as United States Department of Housing and Urban Development (HUD) regulations. Resolution No. 2016 -_ F. All current Project occupants will need to be permanently relocated. The needs and characteristics of the displaced population, available relocation resources, and the Meta Housing Corporation's (Developer) program to provide assistance to each affected person are general subjects of the Relocation Plan. The Developer is utilizing LACAL Consulting, Inc. as their relocation consultant for the relocation plan and services. The Relocation Plan was completed on May 23, 2016, G. Current occupants that will need permanent relocation are ten known commercial businesses as a result of the Project. There is also a cell tower on the site, however it will remain onsite during and after construction. All occupants have been interviewed and provided informational notices of the relocation plan in accordance with State and Federal requirements. All project occupants received a copy of the draft Relocation Plan with an Advisory Notice on May 27, 2016 describing the public review and public comment period and providing an address to send written comments and a phone number to call for verbal comments or questions. There was one public comment received during the 30 -day public review and comment period between May 28, 2016 and June 27, 2016, but it has since been rescinded. Accordingly, there are no public comments for consideration. Furthermore, all occupants will be provided relocation assistance including advisory services, moving costs, and re- establishment services provided by the Developer and their relocation consultant. Section 2; The City Council hereby approves the relocation plan for the Property located at the aforementioned address, and the establishment of an account in accordance with state mandates for the payment of relocation benefits to the displaced occupants. 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. Resolution No. 2016 - 55A-36 ADOPTED this day of 2016. Miguel Pulido Mayor APPROVED AS TO FORM: Sonia R,,.C—grvgt o, City Attorney Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55A -37 Resolution No. 2016- 55A -38 Atoll] a=p 0 a IZ! Lei 14 1 •► CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED RESOLUTION FOR YOUTH SOCCER AND ❑ As Recommended RECREATION DEVELOPMENT PROGRAM ❑ As Amended GRANT APPLICATION ❑ Ordinance on 15` Reading ❑ Ordinance on 2ntl Reading {STRATEGIC PLAN NO, 5, 4A} ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO e • �, t • Adopt a resolution approving the application for Youth Soccer and Recreation Development Program grant funds. DISCUSSION The State Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of the Youth Soccer and Recreation Development Program. The resolution will allow the City to apply for state funding for a park improvement project. The proposed project would allow for the replacement of the natural turf field at Santa Anita Park, with the installation of the synthetic turf. Through the completion of this project and with the existing sports lighting already installed, the field would be open for community use for extended periods of time all year long. The new synthetic field would also provide for the city's continued efforts to conserve water as mandated by the state and local regulations. In addition to the synthetic field, the landscaping around the site would be replaced with drought tolerant vegetation, further improving our water conservation efforts. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in the Civic Center and Centennial Santa Ana River Eco- Park). 55B -1 Resolution for Youth Soccer and Recreation Development Program Grant Application December 6, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Resolution 55B -2 ROH — 11 /07/16 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE APPLICATION FOR YOUTH SOCCER AND RECREATION DEVELOPMENT PROGRAM GRANT 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 Department of Parks and Recreation has been delegated the responsibility by the Legislature of the State of California for the administration of the Youth Soccer and Recreation Development Program, setting up necessary procedures governing the application. B. Said procedures established by the State Department of Parks and Recreation require the Applicant to certify by resolution the approval of application before submission of said application to the State. C. Successful Applicants will enter into a contract with the State of California to complete the Grant Scope project. Section 2. The City Council of the City of Santa Ana hereby approves the filing of an application for the Youth Soccer and Recreation Development Program Grant Funds for site work and amenities at Santa Anita Park, and: A. Certifies that the City has or will have available, prior to commencement of any work on the project included in this application, the sufficient funds to complete the project; B. Certifies that if the project is awarded the City has or will have sufficient funds to operate and maintain the project; C. Certifies that the City has reviewed, understands, and agrees to the General Provisions contained in the contract shown in the Grant Administration Guide; D. Delegates the authority to the City Manager or the Executive Director of the Parks, Recreation & Community Services Agency to conduct all negotiations, sign and submit all documents, including, but not limited to �It Resolution No. 2016 -XXX Page 1 of 3 applications, agreements, amendments, and payment request, which may be necessary for the completion of the Grant Scope; and, E. Agrees to comply with all applicable federal, state and local laws, ordinances, rules, regulations and guidelines. 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 2016. APPROVED AS TO FORM: SONIA R. CARVALHO, City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor 11 Resolution No. age 2 of 3 9 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No, 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana CIS Resolution No. 20101 -XXX 5 Page 3 of 3 55B -6 O CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: RESOLUTION — ADOPTION OF MEASURE M2 YEAR -END EXPENDITURE REPORT TO CONTINUE RECEIVING COMPREHENSIVE TRANSPORTATION FUNDING PROGRAMS FUNDS (STRATEGIC PLAN NO. 6, 1G) CITY MAN ER FRAMs • APPROVED El As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution approving the Measure M2 Annual Expenditure Report for FY 15/16, and authorize the Public Works Agency Executive Director to submit the report to the Orange County Transportation Authority, as required by Measure M2. DISCUSSION Adoption of the resolution approving the Measure M2 Annual Expenditure Report for FY 15/16 will allow the City to continue receiving approximately $4 million in Measure M2 Fairshare funds each year as well as remain eligible for funding in the Measure M2 Comprehensive Transportation Funding Programs (CTFP). The Comprehensive Transportation Funding Programs (CTFP) represents a collection of competitive grant programs offered to local agencies to assist in funding street improvements, transit expansion, and even environmental mitigation projects. The CTFP is comprised primarily of Measure M2 funds, but can also include state /federal funding sources. Each year local agencies are required to submit documentation to the Orange County Transportation Authority (OCTA) that includes the year -end expenditure report and a resolution approving the report. The expenditure report is a detailed financial document submitted by each jurisdiction and is used to track financial activity related to the Renewed Measure M2 and other improvement funds. The report accounts for receipt, interest earned, and use of Measure M2 and other funds. This report validates eligible use of funds and must be submitted within six months of the jurisdiction's fiscal year end. Adoption of the Measure M2 Annual Expenditure Report by resolution (Exhibit 1) is a required reporting element. 55C -1 Resolution — Adoption of Measure M2 Year -End Expenditure Report December 6, 2016 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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Public Works Agency FM /EWG /ML Exhibit: 1. Resolution 55C -2 Jmf 10/31/16 RESOLUTION NO.2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING THE FY 2015/16 MEASURE M2 EXPENDITURE REPORT FOR THE CITY OF SANTA ANA BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: §action 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Orange County Local Transportation Authority Ordinance No. 3 requires local jurisdictions to adopt an annual Measure M2 Expenditure Report to account for Net Revenues, developer /traffic impact fees, and funds expended by local jurisdictions which satisfy the Measure M2 Maintenance of Effort requirements. B. The Measure M2 Expenditure Report shall include all Net Revenue fund balances, interest earned, and expenditures identified by type and program or project. C. The Measure M2 Expenditure Report must be adopted and submitted to the Orange County Transportation Authority each year within six months of the end of the City's fiscal year to be eligible to receive Net Revenues as part of Measure M2. Section 2. The City Council of the City of Santa Ana hereby finds that the FY 2015/16 Measure M2 Expenditure Report, attached hereto as Exhibit 1, is in conformance with the Measure M2 Expenditure Report Template provided in the Renewed Measure M Eligibility Guidelines and accounts for Net Revenues, including interest earned, expenditures during the fiscal year, and balances at the end of fiscal year. Section 3. The City Council adopts the FY 2015/16 Measure M2 Expenditure Report, and directs the Executive Director of the Public Works Agency, or his designee, to submit the Expenditure Report to the Orange County Transportation Authority. Resolution No. 20I&XXX Page 2 EXHIBIT 1 1 of 55C -3 Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this 6th day of December, 2016, Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: /yt John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. NUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 20'16 -XXX fags 2of2 Clerk of the Council City of Santa Ana 55C -4 City of Santa Ana Schedule 1 M2 Expenditure Report Fiscal Year Ended June 30, 2016 Beginning and Ending Balances Description Line No. Amount Balances at Beginning of Fiscal Year -- _.._ .M2 Fair Share. 1 —' $ 10 399,549 M2 Pair Share Interest 2 $ 108,109 M2 MP 3 $ (8,281,317) M2 CTFP Interest 4 $ 23,676 Other M2 Funding 5 $ 104,212 Other M2 Interest _ 6 $ 1,667 Other* 7 _ Balances at Beginning of Fiscal Year (Sum Lines 1 to 7) 8 $ 2,355,896 Monies Made Available During Fiscal Year 9 $ 9,721,074 Total Monies Available (Sum Lines 8 & 9) 10 $ 12,076,970 Expenditures During Fiscal Year 11 $ 8,210,718 Balances at End of Fiscal Year M2 Fair Share 12 $ 11 893,304 M2 Fair Share Interest 13 $ 154,119 CTFP 14 $ (8,871,299) M2 CTFP Interest 15 $ 71,592 Other M2 Funding - 16 $ 616,739 Other M2 Interest 17 $ 1,796 Other 18 _ * Please provide a specific description CTFP - Comprehensive Transportation Funding Programs Exhibit 1 55C -5 City of Santa Ana M2 Expenditure Report schedule 2 Fiscal Year Ended June 30, 2016 Sources and Uses Description Line Amount Amount No. Total Freeway Environmental Mitigation _ A -M $ - iM2 Fair Share 1 $ 4,439,514 .._.... ......._. .. ............. . ............ ....._...._.. .........._.._ iM2 Fair ShareInterest _...._ .............I ............ _..,._.. ....._...................... 2 ,............._. $ 46,010 .....__.. ............ M2 CUP (Project 0) ....,.,..........., 3 ......_....._. $ 4,510,688 M2 CTFP Interest 4 $ 47,916 :Other M2 Funding ** ._...... _.......... ........... ...__.___ 5 $ 676,817 ... .................. :Other M2 Interest _ ......_.....,.. 6 .................. $ 129 :Other* 7 $ TOTAL REVENUES (Sum lines 1 to 7) 8 $ 9,721,074 Expenditures; $ 129.00 iM2 Fair Share 9 $ 2,945,759 i M2 Fair Share Interest O Safe Transit Stops ................ .................................................. M2 CTFP (Project 0) .......S.. 11_ $ ............ _ ...... . ..,........................._.... _._... . .............._.... M2 CTFP Interest 12 _,................._._... ........:.........................................................._........_..................,.................. ......._........._...._......._ ;Other M2 Funding *" i3 ..., .._........................_... $ 164,290 :Other M2 Interest 14 ......................*.................................._...,,..,_......_....,................. .......................,._..... . ;Other ., ..._..._._.... 15 _...._.., ......._ ..... . TOTAL EXPENDITURES (Sum lines 9 to 15) 16 $ 8,210,718 TOTAL BALANCE (Subtract line 16 from 8) i 17 $ 1,510,355 Please provide a specific descrlptlon "Please provide breakdown of "Other M2 Funding ", Other M2 Funding includes funding received and /or funds expended by Local Agencies from any other M2 program besides Project O (Regional Capacity Program) and Project O ILocal Fair Share Provraml, Revenues —� Project Description Project Amount Interest Total Freeway Environmental Mitigation _ A -M $ - $ - $ Regional Traffic Signal Synchronization Program P $ $ High Frequency Metrolink Service R $ - $ - $ - TransltExtensionstoMetrolhk S $ 292,229.30 $ - $292,229.30 Convert Metrolink Statlon(s) to Regional Gateways that connect Orange County with Nigh -Speed Rail Systems T $ $ $ Senior Mobility Program or Senior Non - Emergency Medical Program U I $ 184,587.64 $ 129.00 $ 184,716.64 Community Based Transit /Circulators v $ - $ - $ Safe Transit Stops W $ $ $ - Water CtuilityProgram X $ 200,000.00 $ - $200,OD0.00 Total $ 676,816.94 $ 129.00 $ 676,945.94 Expenditures Project Description Project Amount Interest W.. Total Freeway Environmental Mitigation A -M $ - $ • $ Regional Traffic Signal Synchronization Program P $ - $ High Frequency Metrolink Service R $ - $ - $ - TransitExtensionstoMauclink S $ - $ - $ Convert Mebolink Station(s) to Regional Gateways that connect Of County with High -Speed Rail Systems T $ - $ - $ - Senior Mobility Program or Senior Non - Emergency Medical Program U $ 1.64,290.35 $ - $ 164,29035 Community Based Transit /Circulators v - SafeTransitStops W $ $ $ - Water quality Program X $ Total $ 164,290.35 $ - $ 164,290.35 55C -6 L C. N L_ Y N M W ti 2 4 M N M N W m Y U LL e LL O N 0 O b C l0 a bbL ; -f d N L W G N a c c N a E c E T ✓� � a m o m N � � a w a � v ,,,�JJJ/ 'm. tir1 nvi nl'n o Q m +Y N hNO h V(.MH[p { to 10'4:.. ryj J1 Ol VI In V} VY; 41 1/Y NV1; Vi VI V)� VI.. V}.VY VY VU VY�'N VI v � r r o I c N l Q f V1 Oi 5 i Y I of _ y N N + - w fE (y l0 M Oi OO N N Z .i � NM •i' In U1 h: W Gl O �• ff V; . ly H M j eNi .N- 'MI m v s �. e 76 C y a 4 0 t4 cre y,NMmC O�'� ceimE -mac' z m bbL ; -f d N L W G N a c c N a E c E T ✓� � a m o m N � � a w a � v City of Santa Ana Schedule 4 M2 Expenditure Report Fiscal Year Ended June 30, 2016 Fair Share Project List PROJECT NAME AMOUNT EXPENDED FIXED GUIDEWAY STEP 3 5,787.32 TRAFFIC MANGMENT PLANS FY14/15 15,815.00 RIGHT OF WAY MANAGEMENT FY 15 42,875.17 PROJECT DEVELOPMENT FY 15/16 99,723.45 RIGHT OF WAY MGMNT FY15/16 163,716.54 CITYWIDE SPEED LIMIT STUDY 44,150.00 TRAFFIC SAFEw PROJECT DEV 1,944.00 CHESTNUT AVE BIKE LANE (545.00) ALLEY IMPROVEMENT PROGRAM 41703.07 NEWHOPE ST BIKE LN:5TH-WESTMNS 27,269.40 ALLEY IMPROVMNT PROGRM FY15J16 6,487.20 GRAND AVENUE WIDENING 'RR 372,614.16 O&4 GRADE CROSSING ENHCMNT 153,428,75 SANTA ANA GO LOCAL STEP 2 16,830.00 GRAND STORM DRAIN:4TH -SA /SF CH 235,494.96 OMNIBUS CONCRETE FY 13/14 39,536.35 PAVEMENT MANAGEMENT FY15 -16 J.85,fl13.28 MCFADDEN IMPRV,MANTLE- PASADENA 74,000.00 OMNIBUS CONCRETE RPLCMNT FYE16 7,205.23 WARNER INDSTRL COMMNTY PAVEMNT 195,975.80 ARTERIAL ST PREVENTATIVE MAIM PR 38,316.38 SECURE BIKE PARKING SYSTEMS 14,675.36 NEW 7kt:k 56L @ N WHOPS /CAMILLE 4,864.62 TRFFC SGL MOD @ BEARJSEGERSTRO 3,94789 ARTERIAL ST PREVENTATIVE MAINT 344,894.46 LOCAL ST SLURRY SEAL HIS 79,76612 ARTERIAL STPREVNTV MAINTFY15 111,223.22 SANTA ANA BRIDGE MAW INVNTRY 1,707.76 ARTERIAL ST PVNTVE MINT FYE16 103,187.84 LOCAL ST PREVNTTIVE MAINT FY16 32,470.00 PEDESTRIAN CONTDWN & ADA UPGRA 66.60 CROSSWALK UPGRADES -VAR LOC 666.22 TRAFFIC SIGNAL ECIUIP REPLACMNT 48,442AS NEW TRAPPIC SIGN @RAITT /ADAMS J.1Q566.55 GRND /GLSSEL /KRAEMR TRFC SGL SY 100,65638 TRAFFIC MANAGMNT PLANS FY13 04 2,668.00 - IARBOR CORRIDOR TRAFP SGN SYNC 21,237.59 BRISTOL ST CORR f 4 SIG SYNCH 224,495.45 TRAFFICSGNL MOD (i 41N -MUNS 95.26 TRAFFIC MANAGEMENT PLANS 8,986.00 $ 2,945,758.46 55C -8 City of Santa Ana M2 Expenditure Report Fiscal Year Ended June 30, 2016 Signature Page I certify that the interest earned on Net Revenues allocated pursuant to the Ordinance shall be expended only for those purposes for which the Net Revenues were allocated and all the information attached herein is true and accurate to the best of my knowledge: Francisco Gutierrez Director of Finance (Print Name) Signature 55C -9 vv1aG1 ?_c (' Date 55C -10 CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: RESOLUTION — FY 2017/18 GRANT APPLICATIONS MEASURE M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM (STRATEGIC PLAN NO. 6, 1G) CITY MANAC WK+7�i ti ►' R �I �3iC�7►1 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2na Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 5hr 10 tam , :� Adopt a resolution authorizing the City of Santa Ana to submit applications for funding consideration under the Measure M2 Comprehensive Transportation Funding Program. Direct staff to amend the Seven -Year Capital Improvement Program to incorporate the Comprehensive Transportation Funding Program projects. DISCUSSION The Orange County Transportation Authority (OCTA) issued a call for projects under the Measure M2 Comprehensive Transportation Funding Program (CTFP) for FY 2017/18. Funding in the amount of $32 million will be awarded on a countywide competitive basis for two programs: (a) Regional Capacity and (b) Traffic Signal Synchronization. Adoption of the recommended resolution and amending the Seven -Year Capital Improvement Program is a qualifying requirement to submit the grant applications. The City will be submitting five applications totaling $14,771,625 in grant fund requests. Existing and future local funding sources will be used to provide the required matching funds for the recommended projects. Staff is requesting authorization to apply for the following projects: RECOMMENDED PROJECTS PHASE GRANT - $ FY Warner Avenue Improvements: Main Right -of -Way $12,618,000 17/18 Street to Orange Avenue Warner Avenue Improvements: Oak Engineering $811,125 17/18 Street to Grand Avenue Warner Avenue and Flower Street Construction $70,000 17/18 Intersection Improvements Bristol Street and Memory Lane Right -of -Way $1,072,500 17/18 Intersection Improvements Bear Street Traffic Signal Design & Construction $200,000 17/18 Synchronization Project 55D -1 Resolution — FY 2017/18 Measure M2 Comprehensive Transportation Funding Program Grant Applications December 6, 2016 Page 2 Staff took into consideration the grant funding criteria and strategically selected projects that qualify for funding and will score high enough region -wide to be considered for award. Given the need for these street improvements and the eligibility requirements defined by OCTA, staff recommends that the City Council adopt a resolution authorizing submittal of these project applications for funding consideration and direct staff to incorporate the projects into the Seven - Year CIP. Staff anticipates a response to the grant funding request in March 2017 and an OCTA Board action on the call for projects in May 2017. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Fr 4d Mousavipour Executive Director Public Works Agency FM /EWG /KN Exhibit: 1. Resolution 55D -2 jmf 10/19/16 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana desires to implement the transportation improvements listed below. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M2 "Fair Share" funds. C. The City's Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways. D. The City of Santa Ana will provide matching funds far, each project as required by the Orange County Transportation Authority Comprehensive Transportation Funding Programs Guidelines. E. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects within the incorporated cities and the County. F. The City of Santa Ana will not use Measure M2 funds to supplant Developer Fees or other commitments. G. The City of Santa Ana will use Arterial Highway Rehabilitation Funding as a supplement to the existing pavement management program. Section 2. The City Council of the City of Santa Ana hereby requests the Orange County Transportation Authority allocate funds in the amounts specified in the City's application to the City of Santa Ana from the Comprehensive Transportation Programs. Said funds shall be matched by funds from Santa Ana as required and shall EXHIBIT 1 Resolution No. 2010 -XXX Page 1 of 3 55D -3 be used as supplemental funding to aid the City in the improvement of the following street(s): PROJECT PROGRAM FY Warner Ave. Improvements: Main St. to Orange Ave RCP 17/18 Warner Ave. Improvements: Oak St. to Grand Ave RCP 17/18 Warner Ave. and Flower St. Intersection Improvements RCP 17/18 Bristol St. and Memory Ln. Intersection Improvements RCP 17/18 Bear St. Traffic Signal Synchronization Project RCP 17/18 Section 3. The City Council appoints the City Manager, or the Executive Director of the Public Works Agency or his designee, as agent for the City of Santa Ana to conduct all negotiations, execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of December, 2016, APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: w YYV. John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Resolution No. 2016 -XXX Page 2 of 3 Councilmembers Miguel A. Pulido Mayor 55D -4 jmf 10/19/16 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2016- to be the original resolution adopted by the City Council of the City of Santa Ana on 2016, Date; Clerk of the Council City of Santa Ana EXHIBIT 1 Resolution No. 201&XXX Page 3 of 3 55D -5 55D -6 11 0 Mit 6, 2016 AGREEMENT FOR DEPOSITORY SERVICES ( "BANKING SERVICES") (STRATEGIC PLAN NO. 4,1) CITY MAN ER M. 02 02 -06y WN, ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2 "tl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO _ d? TL,r1T�':7 1. Adopt a resolution designating JPMorgan Chase Bank, N.A., ( "JPMorgan Chase Bank ") the official depository for the City of Santa Ana for three (3) years commencing January 1, 2017 through December, 31, 2019, with an option exercisable by the City Manager and City Attorney for a single two -year extension. 2. Authorize the City Manager and the Executive Director of Finance and Management Services Agency to execute a banking services agreement with JPMorgan Chase Bank for an initial three -year term beginning January 1, 2017 through December 31, 2019, for an amount not to exceed $65,000 annually, with a provision for a single two -year extension exercisable by the City Manager and the City Attorney subject to non - substantive changes approved by the City Manager and the City Attorney, with provision for payment of claims for a six month period following the termination of said amended agreement. Any price changes for optional years four and five must be agreed upon by the both parties during the third year. In the event price changes exceed initial pricing, exercise of the option to extend the Agreement shall be subject to City Council approval. DISCUSSION The Treasury and Customer Services Division ( "Treasury Division ") of the Finance and Management Services Agency is responsible for maintaining all banking transactions for the City, Successor Agency, and Housing Authority. Banking Services utilized include, but are not limited to: daily deposit processing (electronic /physical checks, currency, and coin), check clearing, ACH, wire services and account reconciliation. The current contract for full banking services with JPMorgan Chase Bank will expire on December 31, 2016. In order to ensure the City is keeping up with best practices as they relate to banking technology, banking services, and to assure competitive pricing, the Treasury Division on September 1, 2016, issued a Request for Proposals (RFP No. 16 -111) for banking services. 55E -1 Agreement with JPMorgan Chase Bank, N.A. For Depository Services ( "Banking Services ") Page 2 Responses: A summary of the RFP solicitations and the proposals received is as follows: 20 - Potential Bidder Sites/Vendors were electronically notified 5 - Vendors downloaded the bid packet • Banc of California • JPMorgan Chase Bank • MUFG - Union Bank • U.S. Bank • Wells Fargo Bank 3 - Bids received • JPMorgan Chase Bank i MUFG - Union Bank • Wells Fargo Bank 1 - Bid judged most responsive and lowest cost • JPMorgan Chase Bank 1 - Agreement recommended with JPMorgan Chase Bank. The three Banking Services proposals received were subsequently reviewed by an eight - member committee comprised of staff from Finance & Management Services Agency and the Information Technology Agency. Each of the responding financial institutions ( "respondents ") were interviewed, given an opportunity to demonstrate their governmental banking software systems, and proposal evaluations were based on the following criteria equaling a score of 100 %: 55E -2 Proposal Evaluation Criteria Available Points 1 Qualifications 20% 2 Experience 20% 3 Client references 10% 4 Proposed scope of services and time of performance 30% 5 Cost of providing services 20% Total = 100% 55E -2 Agreement with JPMorgan Chase Bank, N.A. For Depository Services ( "Banking Services ") Page 3 Evaluation Criteria: 1. Bank Qualifications — respondents were required be a qualified State or National public depository, Federal Reserve Member, and be insured by the Federal Deposit Insurance Corporation. Respondents were required to be adequately capitalized to accommodate the City's cash and investment management needs and to have a full - service branch located within or immediately adjacent to the City of Santa Ana. Respondents were required to provide their most current long -term debt rating (Moody's, Standard and Poor's, and /or Fitch) and were required to be in compliance and in good standing with the Community Reinvestment Act. Additionally, respondents were required to demonstrate that they meet, or would be willing to meet, City Council policy relating to City sponsored community improvement programs. 2. Experience - respondents were required to demonstrate experience in providing services comparable to the City's needs including currently have active municipal government clients in Southern California. 3. References — respondents were required to provide references from current and past client cities (California public agency references most comparable to the City's size and financial needs - both longstanding and recent customers). 4. Proposed Scope of Services and Time of Performance — respondents were required to address all areas of Finance and Management Services Agency responsibilities for maintaining all banking transactions for the City, Successor Agency, and Housing Authority. Banking Services utilized include, but are not limited to: daily deposit processing (electronic /physical checks, currency, and coin), check clearing, ACH, wire services and account reconciliation. 5. Cost of Providing Services — respondents were required to bid the total annualized amount of their standard charges and the concession pricing structure proposed together with proposed compensating balance earnings rate. Each respondent's price quotations were evaluated based on a typical month's volume of transactions annualized for a full one year period. Based on this measure, the estimated costs of the three respondents (lowest to highest cost) are as follows: a. Cost of Providing Services (Price): Firm Estimated Annual Cost Banking Services JPMorgan Chase Bank $ 77,277 Wells Fargo Bank $139,910 MUFG — Union Bank $198,377 55E -3 Agreement with JPMorgan Chase Bank, N.A. For Depository Services ( "Banking Services ") Page 4 a. Offsets to Cost of Providing Services (Earnings): In addition to the cost of banking services, respondents were also asked to quote an earning allowance rate on compensating balances to be maintained by the City in accordance with a prospective Banking Services Agreement. Earnings are available to offset the costs of banking services. Based on this quote, the earnings rates offered by the three respondents (highest earnings rate to lowest earnings rate) are as follows: Financial Institution Estimated Annual Cost Banking Services JPMorgan Chase Bank 60 earnings basis points (0.60 %) MUFG — Union Bank 45 earnings basis points (0.45 %) Wells Fargo Bank 25 earnings basis points (0.25 %) Combined Ranking: The combined ranking based on all Proposal Evaluation Criteria is as follows: Rank Financial Institution Average Score (out of 100) 1 JPMorgan Chase Bank 93% 2 MUFG — Union Bank 82% 3 Wells Fargo Bank 74% The original proposal submitted by JPMorgan Chase Bank was found to be most responsive to the City's needs, offering the best value both in terms of price and compensating balance interest earnings, and is most appropriate and flexible for the depository/banking services sought by the City. JPMorgan Chase Bank's enhanced "Access" web portal offers City staff superior analytic, reconciliation, reporting, and training tools, along with the highest degree of administrative security which would allow for continual innovation, efficiency, and safety in City banking. Follow -on contract negotiations with JPMorgan Chase Bank successfully reduced the City's estimated annual banking services costs by a further 37% from $77,277 to $48,944. This very competitive pricing /interest earning's allowance structure together with JPMorgan Chase Bank's strong qualifications, team experience and client references as well as an appropriate proposed scope of services and time of performance will provide for an elastic and cost - effective banking services platform. Based on these criteria staff recommends that the City Council designate JPMorgan Chase Bank, as the official depository for the City of Santa Ana and award a corresponding banking services agreement to JPMorgan Chase Bank. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment). 55E -4 Agreement with JPMorgan Chase Bank, N.A. For Depository Services ( "Banking Services ") Page 5 FISCAL IMPACT Monthly bank fee balances not offset by earning allowances on compensating balances maintained with Bank in accordance with Banking Services agreement will be deducted from interest earned on account balances deposited into account no. (09401001- 24000). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. Resolution 2. Agreement nOR09ifl LTA ; 55E -5 55E -6 EXHIBIT 1 RESOLUTION RESOLUTION NO. 2016 -xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DESIGNATING JP MORGAN CHASE BANK, N.A., AS THE DEPOSITORY FOR CITY OF SANTA ANA FUNDS, EFFECTIVE JANUARY 1, 2017, AND DESIGNATING SIGNATORIES AUTHORIZED FOR THE PURPOSE OF WITHDRAWAL OF SAID FUNDS LS 11 .28.16 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1, The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City Council of the City of Santa Ana ( "City ") has declared a policy of designating a bank within the City or in its immediate vicinity to act as depository for the demand deposits of City funds. B. After receiving and reviewing a number of proposals for the depository ( "banking ") services required, the City hereby designates JPMorgan Chase Bank, N.A., 1300 North Main Street, Santa Ana, California ('Bank "), as the banking institution that shall receive and act as depository for City funds and trust funds in control of said City, beginning January 1, 2017, for an initial term of three (3) years, with one option to extend for an additional two -year term, exercisable by the City Manager and City Attorney, so long as the pricing for the option period does not exceed the initial term pricing. Should the optional extension exceed the pricing of the initial term, such extension shall be subject to City Council approval. Section 2. The Executive Director of Finance and Management Services of the City is hereby authorized for and on behalf of the City, and as its officer and agent, to sign City of Santa Ana checks for the withdrawal of said funds so deposited, both by facsimile signature machine - imprinted upon City checks and by manually affixed signature upon City checks. Section 3. The Treasury and Customer Services Manager of the City and the Assistant Finance Director of the City are hereby authorized for and on behalf of the City, and as agents of the City and deputies of the Executive Director of Finance and Management Services to sign City of Santa Ana checks for the withdrawal of said funds so deposited by manually affixed signature thereon. Section 4. Said Bank is hereby authorized and directed to pay out from said City funds to the payees respectively designated on any City checks, signed in the manner and by any of the persons hereinabove authorized, in the amounts shown on the face of said checks. 55E -7 Section 5. The City Manager is hereby authorized to designate in writing agents who shall be authorized to sign City checks for the payment or withdrawal of said funds when, due to physical absence, incapacity or death of any of said authorized signatories, it may be necessary on a temporary basis to provide other means for the signing of City checks, and /or for the payment or withdrawal of said funds. Any such authorization shall set forth the necessity for such designation, the period of time during which said authorization shall continue (by giving the exact starting and termination dates) and shall contain the certification of the Clerk of the Council over the official seal of the City of Santa Ana certifying that said authorization is in fact, signed by the qualified and acting City Manager, shall contain a specimen signature of the person designated as such temporary agent, and shall be delivered to said Bank. Section 6. The City Manager, or his designee, is hereby authorized to execute and submit all documents, including but not limited to applications, agreements and amendments which may be required to effectuate the banking services necessary for the administration of the City's demand deposit account. Section 7. A certified copy of this Resolution, together with the signatures of the two agents herein authorized to act in manual form and a copy of the facsimile signature machine - imprint of the Executive Director of Finance and Management Services certified by the Clerk of the Council to be the signatures of said persons, and an imprint of the official facsimile signature plate, shall be delivered to said Bank before the Vt day of January, 2017. Whenever any of said agents leave the employment of the City, is absent therefrom, or incapacitated for a period of time that will affect the issuance of City checks, the Clerk of the Council shall notify said Bank of said fact and shall certify the names, titles, and signatures of the person(s) then designated as agent(s) of the City for the purpose of signing City checks in the manner hereinabove provided and shall notify said Bank of every termination of such authorization immediately upon receipt of such information. Section 8. 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 2016. Miguel A. Pulido Mayor 55E -8 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Council members NOES: Council members ABSTAIN: Council members NOT PRESENT: Council membe Is] 4Ntca[+ls i[illkIl-ill�Zi►T:7Le7I I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2016 -XXX to bethe original resolution adopted bythe City Council of the City of Santa Ana on 2016. Date: Clerk of the Council City of Santa Ana 55E -9 55E -10 EXHIBIT 2 Banking Services Agreement This Banking Services Agreement (the "Agreement ") is made as of the 6th day of December, 2016 by and between JPMorgan Chase Bank, N.A. ( "BANKING SERVICES PROVIDER ") and the City of Santa Ana, a charter city and municipal corporation of the State of California ( "CITY "). In consideration of the mutual promises herein contained and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, the parties agree as follows: RECITALS A. The CITY desires to retain an official depository services (banking services) provider having special skill and knowledge in the field of banking services, banking technology, and related ancillary services to include but not be limited to: daily deposit processing, image cash letter (ICL) deposits, check clearing, wire services, automated clearing house (ACH) transactions, positive pay services, account reconciliation, direct deposit of accounts payables, account analysis services, client staff training, the latter, to the extent reasonably required for CITY to utilize the services provided. B. In undertaking the performance of this Agreement, BANKING SERVICES PROVIDER represents that it possesses the necessary licenses, capitalization, knowledge, qualifications, skills, personnel, and technology to provide such services. BANKING SERVICES PROVIDER warrants that any services performed by BANKING SERVICES PROVIDER under this Agreement will be performed in compliance with the standard of "ordinary care," as defined in the Uniform Commercial Code (California Commercial Code, Section 3103 (a)(7)). 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: CITY hereby retains BANKING SERVICES PROVIDER, and BANKING SERVICES PROVIDER hereby agrees to provide such services as are set forth hereinbelow, in accordance with the terms and conditions of this Agreement, and represents and warrants to CITY that BANKING SERVICES PROVIDER accepts such assignment to perform those services, subject to those terms and conditions. 1. Scope of Services BANKING SERVICES PROVIDER shall perform the following services as described in the CITY's Request for Proposal (RFP) No. 16- 111 ") and related addendums, as more particularly described in Section 3 -21 (the "RFP "), as clarified and /or modified by BANKING SERVICES PROVIDER'S proposal in response to such RFP, inclusive of all exhibits and attachments thereto and subsequent responses and clarifications" provided to the CITY, as more particularly described in Section 3 -21 (collectively, the "Proposal "): a. BANKING SERVICES PROVIDER will provide CITY with the services described in EXHIBIT A. and, if later elected by the CITY, EXHIBIT A -1 (subject to the notification requirements contained therein), each of which is attached hereto and incorporated by reference. BANKING SERVICES PROVIDER shall provide said services at the time, place, and in the manner specified in the RFP, as clarified and /or modified by the Proposal and, in the case of Services described in EXHIBIT A -1 ( "Optional Services "), as described in other agreements specifically related to such services and agreed to by the CITY. b. BANKING SERVICES PROVIDER shall furnish at its own expense all labor, materials, equipment and other items necessary to carry out the terms of this Agreement. 2. Compensation a. Upon execution of this Agreement, CITY outlined in EXHIBIT B, as applicable to the 55 E1 -1 will pay BANKING SERVICES PROVIDER as services selected, and /or EXHIBIT B -1, if Optional 1 Services are later selected by the CITY, each of such exhibits being incorporated and included herein. Payment by CITY shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures, provided that proof of insurance coverage for the applicable timeframe has been provided or made available to the CITY, consistent with the requirements set forth in section 3 -9. 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. The parties recognize and agree that earnings credit for CITY's funds on deposit with BANKING SERVICES PROVIDER will be applied against fees otherwise payable by CITY and if the fees during any month exceed the earnings credit for CITY's balances during that month, the insufficiency will be carried over each succeeding month until such insufficiency plus subsequently incurred fees are paid in full, subject to settlement each six (6) months. BANKING SERVICES PROVIDER will provide to CITY an account analysis statement each month, depicting fees incurred and earnings credits earned for that month, and following each six month period, will prepare an invoice for fees incurred for the preceding six month period, and the earnings credits earned during that timeframe. If the aggregate earnings credits earned are insufficient to cover the aggregate of fees incurred during that timeframe, CITY shall pay the resulting deficiency to BANKING SERVICES PROVIDER within forty -five (45) days of its receipt of the semi - annual settlement invoice. b. Compensation directly payable by CITY to BANKING SERVICES PROVIDER, exclusive of earnings credit for CITY's funds on deposit with BANKING SERVICES PROVIDER, shall not exceed $65,000 annually for the initial term of this Agreement. Any "not to exceed" amounts for any optional term shall be as agreed by the CITY and BANKING SERVICES PROVIDER. 3. General Provisions 3 -1. Term of the Agreement: Subject to the termination rights in Section 3 -2, the initial term for the provision of services for this Agreement shall be for a period of three (3) years (Initial Term) beginning January 1, 2017, with one two -year option to extend (Extension) exercisable in the sole discretion of the CITY, in a writing executed by the City Manager and the City Attorney so long as the pricing for the Extension remains the same as the Initial Term pricing or lower. Should the exercise of the Extension exceed the pricing of the Initial Term, such Extension shall be subject to City Council approval. The Extension, in any case, shall be subject to BANKING SERVICE PROVIDER's written concurrence to the same, which, among other provisions, may be conditioned upon adjustments in pricing. 3 -2. Termination: Either party shall have the right to terminate this Agreement in the event of a material breach by the other party. Any such termination may be made only by providing ninety (90) days written notice to the other party, specifically identifying the breach or breaches on which termination is based. Following receipt of such notice, the party in breach shall have thirty (30) days to cure such breach or breaches. In the event that such cure is not made, this Agreement shall terminate in accordance with the initial ninety (90) days' notice. Notwithstanding the foregoing, either party may terminate the Agreement at any time and for any reason by providing thirty -days (30) written notice to the other party pursuant to Section 3 -5 of this Agreement; provided however, that if BANKING SERVICES PROVIDER has not breached the Agreement and has provided banking services identified in EXHIBIT A, and, if Optional Services are elected, EXHIBIT A -1, prior to the date of termination for which BANKING SERVICES PROVIDER has not been previously paid, BANKING SERVICES PROVIDER shall be entitled to payment as described in EXHIBIT(S) B and /or B -1, as applicable; provided, however, that payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 3 -3. Independent Contractor: It is understood that BANKING SERVICES PROVIDER and its subcontractors, if any, in the performance of the work and services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the CITY. CITY understands that BANKING SERVICES PROVIDER may perform similar services for 559 -12 others during the term of this Agreement and agrees that BANKING SERVICES PROVIDER representation of other government sector clients is not a conflict of interest. BANKING SERVICES PROVIDER shall obtain no rights to retirement benefits or other benefits which accrue to CITY's employees, and BANKING SERVICES PROVIDER hereby expressly waives any claim it may have to any such rights. 3 -4 Subcontractors: BANKING SERVICES PROVIDER shall have the right to hire subcontractors to provide the services described herein. BANKING SERVICES PROVIDER, in rendering performance under this Agreement shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. BANKING SERVICES PROVIDER shall be solely responsible for and shall hold CITY harmless from any and all claims for any employee related fees and costs including without limitation employee insurance, employment taxes, workman's compensation, withholding taxes or income taxes. For all purposes under this Agreement, inclusive of all attachments hereto, "subcontractor" and "subcontract" shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by BANKING SERVICES PROVIDER to specifically aid in the performance of its obligations under this Agreement, but shall not include any third party engaged by BANKING SERVICES PROVIDER, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist BANKING SERVICES PROVIDER in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as Third Party Service Providers. BANKING SERVICES PROVIDER will obtain prior consent to its use of any "subcontractors" in the performance of services, if and to the extent and in the manner required under this Agreement, but shall not be required to notify or obtain written consent from CITY or any other party to its engagement of Third Party Service Providers. 3 -5. Notice: Any notice required to be given under this Agreement shall be in writing and either served personally, sent prepaid first class mail, or by express mail courier (i.e. Fed Ex, UPS, etc.). Any such notice shall be addressed to the other party at the address set forth below. All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by regular mail, or the next day if sent overnight delivery. IF TO CITY: City of Santa Ana Finance & Management Services Attn: Francisco Gutierrez Director of Finance 20 Civic Center Plaza (M -17) Santa Ana, CA 92701 Phone: (714) 647 -6960 Facsimile: (714) 647 -5414 IF TO BANKING SERVICES PROVIDER: JPMorgan Chase Bank, N.A. Kerwin Deese, Vice President 3 Park Plaza, Floor 09 Irvine, CA 92614 Phone: (949) 833 -4061 Email: kerwin.p.deese(@ipmorgan.com Representative or designees: BANKING SERVICES PROVIDER Primary Representative /Project Manager shall be: 55e -13 Kerwin Deese, Vice President JPMORGAN CHASE BANK, N.A. 3 Park Plaza, Floor 09 Irvine, CA 92614 Phone: (949) 833 -4061 Email: kerwin.p.deese(Qipmoroan.com For the convenience of the CITY, a short list of helpful contacts is attached and incorporated herein as EXHIBIT C. Representative or designees: City of Santa Ana's Primary Representative /Project Manager shall be: Willard Holt Treasury and Customer Services Manager 20 Civic Center Plaza, Room 1105 Santa Ana, CA 92701 Phone: (714) 647 -5456 Email: who lt(asanta- ana.org 3 -6. Coordination Of Work: The Contract Officer shall be the person designated herein by CITY as Primary Representative /Project Manager. It shall be the BANKING SERVICE PROVIDER's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the CONSULTANT shall refer any decisions which must be made by CITY to the Contract Officer. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the CITY required hereunder to carry out the terms of this Agreement. 3 -7. Indemnity: BANKING SERVICES PROVIDER shall indemnify, defend, and hold harmless the CITY, its officers, agents, and employees, from and against any and all claims, liabilities, and losses whatsoever (including damages to property and injuries to or death of persons, court costs, and reasonable attorneys' fees) to extent caused by BANKING SERVICES PROVIDER'S negligent or unlawful performance of its obligations under or breach of the terms of this Agreement. For purposes of this Section 3 -7 "performance" includes action or inaction of BANKING SERVICES PROVIDER and /or officers, employees, agents and subcontractors. 3 -8. Limitation of Liability: In no event shall BANKING SERVICES PROVIDER, its employees, contractors, directors, affiliates and /or agents be liable for any special, incidental, p u n i t i v e, or consequential damages, such as, but not limited to, delay, lost data, disruption, and loss of anticipated profits or revenue arising from or related to the services, whether liability is asserted in contract or tort, and whether or not BANKING SERVICES PROVIDER has been advised of the possibility of any such loss or damage. In addition, BANKING SERVICES PROVIDER' total liability hereunder, including reasonable attorneys' fees and costs, shall in no event exceed an amount equal to the fees described in EXHIBIT B and /or B -1, as applicable. The foregoing sets forth the CITY's exclusive remedy for claims arising from or out of this Agreement. The provisions of this section allocate the risks between BANKING SERVICES PROVIDER and the CITY and BANKING SERVICES PROVIDER's pricing reflects the allocation of risk and limitation of liability specified herein. 3 -9. Insurance: BANKING SERVICES PROVIDER shall keep in full force and effect insurance coverage during the term of this Agreement, including without limitation statutory workers' compensation insurance; employer's liability and commercial general liability insurance (CGL); comprehensive automobile liability insurance; banker's professional liability and 559 -14 fidelity insurance. The insurance certificate shall list the City, its agents, officers, servants and employees as additional insureds under the CGL policy with respect to the operations and work performed by the named insured as required by written contract. The General Liability policy is Primary & Non - Contributory. Waiver of Subrogation applies under the General Liability and Workers' Compensation policies. The CGL insurance minimum coverage shall be at least $1,000,000 per incident, claim or occurrence and $2,000,000 aggregate. The Automobile Liability insurance minimum coverage shall be at least $1,000,000 covering all owned, non - owned, and hired vehicles. The certificate shall provide that should there be a cancellation, termination, or non - renewal of the insurance coverage, notice will be delivered in accordance with the policy provisions. BANKING SERVICES PROVIDER's certificate shall confirm Additional Insured status of the CITY, its officers, employees, and agents. 3 -10. Equal Opportunity to Draft: The parties have participated and had an equal opportunity to participate in the drafting of this Agreement. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. 3 -11. Assignment: This Agreement shall be binding upon and inure to the benefit of the parties, their successors, representatives and assigns. BANKING SERVICES PROVIDER shall not assign this Agreement, or delegate its duties or obligations under this Agreement, without the prior written consent of CITY, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, BANKING SERVICES PROVIDER may assign this Agreement, in whole or in part, without the consent of CITY to any corporation or entity into which or with which BANKING SERVICES PROVIDER has merged or consolidated; any parent, subsidiary, successor or affiliated corporation of BANKING SERVICES PROVIDER; or any corporation or entity which acquires all or substantially all of the assets of BANKING SERVICES PROVIDER, or of any particular business to which this Agreement relates. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their successors or assigns. 3 -12. Delivery of Data: BANKING SERVICES PROVIDER shall provide data relative to City's accounts with and services provided to CITY by BANKING SERVICES PROVIDER under this Agreement to City and, upon termination of this Agreement to CITY's successor banking services provider as is necessary to successfully migrate such services to a successor provider. BANKING SERVICES PROVIDER shall be entitled to retain all data and transactional records relating to CITY's accounts in accordance with BANKING SERVICES PROVIDER's standard retention period for such records. BANKING SERVICES PROVIDER's entitlement to retain records under this Section shall survive the termination of this Agreement. 3 -13. Intellectual Property Rights: The entire right, title and interest in and to BANKING SERVICES PROVIDER'S database and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created in the course of this Agreement (collectively, the "Work Product ") shall vest exclusively in BANKING SERVICES PROVIDER or its subcontractors. The foregoing notwithstanding, in no event shall any CITY -owned data provided to BANKING SERVICES PROVIDER be deemed included within the Work Product subject to the provisions of Section 3 -12 above. 3 -14. Discrimination: BANKING SERVICES PROVIDER 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. BANKING SERVICES PROVIDER affirms that it is an equal opportunity employer and shall comply with all applicable federal and state laws and regulations binding upon it in the performance of services hereunder. 3 -15. Jurisdiction — Venue: This Agreement has been executed and delivered in the State of 559515 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, except to the extent pre - empted by federal law, in which event, the latter shall govern. 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. 3 -16. Professional Licenses: BANKING SERVICES PROVIDER 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, a n d the State of California. BANKING SERVICES PROVIDER shall notify the CITY promptly 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. 3 -17. Public Release and Statements: Neither party or its representatives or agents shall disseminate any oral or written advertisement, endorsement or other marketing material relating to each other's activities under this Agreement without the prior written approval of the other party. Neither party shall make any public release or statement concerning the subject matter of this Agreement without the express written consent and approval of the other party. No party or its agent will use the name, mark or logo of the other party in any advertisement or printed solicitation without first having prior written approval of the other party. The parties shall take reasonable efforts to ensure that its subcontractors shall not disseminate any oral or written advertisement, endorsement or other marketing materials referencing or relating to the other party without that party's prior written approval. In addition, the parties agree that their contracts with all subcontractors will include appropriate provisions to ensure compliance with the restrictions of this Section. 3 -18. Confidentialitv: If BANKING SERVICES PROVIDER receives from the City information which, due to the nature of such information is reasonably understood to be confidential and /or proprietary, BANKING SERVICES PROVIDER 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 BANKING SERVICES PROVIDER disclosed in a publicly available source; (c) is in rightful possession of the BANKING SERVICES PROVIDER without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the BANKING SERVICES PROVIDER without reference to information disclosed by the City. 3 -19. Force Maieure: BANKING SERVICES PROVIDER shall not be in default of its obligations hereunder to the extent that its performance is delayed or prevented by causes beyond its control, including but not limited to acts of God, government, weather, fire, power or telecommunications failures, inability to obtain supplies, breakdown of equipment or interruption in vendor services or communications. 3 -20. Litigation Fees: If litigation arises out of this Agreement for the performance thereof, then the court shall award costs and expenses, including reasonable attorney's fees, to the prevailing party. In awarding attorney's fees, the court shall not be bound by any court fee schedule but shall award the full amount of costs, expenses and attorney's fees paid or incurred in good faith. 3 -21. Entire Agreement: This executed Banking Services Agreement, inclusive of all exhibits attached hereto ( "Agreement in Chief') and the following documents, which are incorporated herein 559 -16 (collectively, with the Agreement in Chief, "Contract Documents ") constitutes the entire agreement between the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter contained herein. In addition to the Agreement in Chief, the Contract Documents are comprised of: • The RFP • The Proposal In the event of any inconsistencies between the Contract Documents, the order of precedence shall be as described in Section 3 -26 subsection (f), below. Said Agreement shall not be amended, altered, or changed, except by a written amendment signed by both parties. 3 -22. Change Order Contingency: From time -to -time, at CITY's option, CITY may request optional services of BANKING SERVICES PROVIDER at mutually agreed upon scope and fees. Change Order No extra work may be undertaken unless a written "Change Order" is first given by the Contract Officer to the CONSULTANT, incorporating therein any material adjustment in the contract and /or the time to perform this Agreement, which said adjustments are subject to the written approval of the CONSULTANT. 3 -23. Invalidity: If any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 3 -24. Implementation: Implementation of services should begin as soon as possible from the effective date for the performance of services under the terms of this Agreement. 3 -25. Counterpart Signature and Delivery: This Agreement may be signed in separate counterparts including facsimile copies. Each counterpart (including facsimile copies) is deemed an original and all counterparts are deemed on and the same instrument and legally binding on the parties. 3 -26. Miscellaneous Provisions: a. BANKING SERVICES PROVIDER shall perform all services with the necessary knowledge and skills required to perform the tasks. BANKING SERVICES PROVIDER or personnel of BANKING SERVICES PROVIDER engaged in the performance of such services shall not represent themselves to be, nor shall they be deemed to be, employees of CITY for any purpose whatsoever. b. CITY agrees that its employees will cooperate with and assist representatives of BANKING SERVICES PROVIDER in every reasonable way to enable BANKING SERVICES PROVIDER to secure all information and data required to perform the services herein provided for. BANKING SERVICES PROVIDER shall have no liability for defects in the services attributable to BANKING SERVICES PROVIDER' reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by CITY or third parties retained by CITY. c. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement. BANKING SERVICES PROVIDERS shall, subject to the limitations set forth in Section 3 -8, 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 559 -17 signatory as of the date of execution of this Agreement in Chief by its representative. d. BANKING SERVICES PROVIDER agrees any alterations, variations, modifications, or waivers of the provisions of the Agreement, shall be valid only when reduced to writing, executed and attached to the original Agreement and approved by the required persons. e. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. f. In the event of any conflict between the provisions of this Agreement in Chief and any other Contract Document, the order of precedence shall be as follows with each listed document superseding the inconsistent provisions in each of the documents listed below it: 1. Agreement in Chief (inclusive of EXHIBITS A, A -1, B, B -1) 2. The exceptions, modifications, and clarifications to the RFP contained in the Proposal (the "Exceptions ") 3. The Request for Proposal (RFP) No. 16 -111, dated September 1, 2016, and Addendum #1, dated September 20, 2016, (collectively, the "RFP ") — attached hereto as EXHIBIT D and incorporated herein by reference. 4. BANKING SERVICES PROVIDER'S Proposal in response to CITY'S RFP, inclusive of all exhibits and attachments thereto and "J.P. Morgan's Response to Clarification Questions for the City of Santa Ana RFP No. 16 -111 Banking Services" provided to the CITY on or about November 3, 2016 together with the Potential Price Reductions to J.P. Morgan's Pricing Proposal letter and Revised Cost BID Form Attachment 6A -6B provided to the CITY on or about November 18, 2016 (collectively, the "Proposal ") - attached hereto as EXHIBIT E and incorporated herein by reference. 5. The Global Account Terms and, to the extent applicable to the services provided under this Agreement, the Consolidated Service Terms, referenced within the Proposal (collectively "Account and Service Terms ") — attached hereto as EXHIBIT F and incorporated herein by reference. {Signatures on following page} 559 -18 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:_ _ Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Francisco Gutierrez, Executive Director Finance & Management Services Agency CITY OF SANTA ANA DAVID CAVAZOS City Manager BANKING SERVICES PROVIDER JPMORGAN CHASE BANK, N.A. M Kerwin P. Deese Vice President Tax ID# of Bank Services Provider: 55E -19 4WHUDW-11 SCOPE OF SERVICES • Demand Deposit Accounts and Cash Concentration (ZBA) Services • Depository and Currency Services including Vault/Branch deposits and Cash Orders • Image Cash Letter • ACH Receiver Services (eLockbox) • J.P. Morgan ACCESS (Information Reporting) • ACH Disbursements (Portal and Direct Transmission) and Receipts • Account Transfers, Wire Transfers and Receipts • Positive Pay Services & ACH Debit Block Each of the above services shall be performed as described in the RFP, subject to Exceptions and descriptions contained within the Proposal. 55E -20 EXHIBIT A -1 SCOPE OF OPTIONAL SERVICES CITY may elect the following optional services and shall provide Banking Services Provider no less than 90 days advance notice of its intention to authorize such services. Additional product specific agreements may be required for these services to be implemented. • Commercial Card • Smart Safe with Advanced Credit Each of the above services shall be performed as described in the Proposal and subject to additional agreements to be entered into between the City and the Banking Services Provider. 55E -21 EXHIBIT B Pricing for the Selected Services JTMorgan City of Santa Ana - Revised Comprehensive Fee Sheet 11 -18 -16 Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price ACCOUNT SERVICES 250102 $0.0000 ACCOUNT MAINTENANCE 010000 $3.5000 ACCT MAINT - INT ADJ BAL 010010 $150.0000 STATEMENT CYCLES 010307 $2.5000 ACCOUNT STATEMENT - PAPER 010310 $10.0000 STATEMENT CYCLES - ENHANCED 010307 $3.7500 ACCT MAINT - LIQ MGMT 010010 $100.0000 DDA IMAGE STATEMENTS 010320 $0.0000 STATEMENT PHOTOCOPY 010320 $25.0000 AUDIT CONFIRMATIONS 010630 $0.0000 ARP PAID ITEM RETURN CREDIT 010101 $0.0000 ONLINE AUDIT CONFIRMATIONS 010630 $0.0000 CHECK IMAGE REQUEST 151352 $10.0000 CHECK IMAGES RETRIEVED 151352 $0.0500 OD NETTING MONTHLY MAINT FEE 600410 $50.0000 OVERDRAFT NSF ITEM RETURNED 150340 $38.0000 OVERDRAFT NSF ITEM PAID 150341 $38.0000 POST NO CHECKS MAINTENANCE 1500ZZ $3.0000 CASH CONCENTRATION MAINTMASTER 010020 $2.0000 CASH CONCENTRATION MAINT SUB 010021 $2.0000 CREDIT POSTED - ELECTRONIC 010101 $0.1500 DEBIT POSTED - ELECTRONIC 010100 $0.1500 AUTOMATED CLEARING HOUSE TRANS REVIEW MAINTENANCE 250000 $12.0000 TRANS REVIEW FILTER EXCEPTION 250102 $0.0000 TRANS REVIEW REJECT - MANUAL 250302 $5.0000 PAYSOURCE ORIGINATED ITEM 250102 $0.1300 ACH MAINTENANCE 250000 $10.0000 CREDIT ORIGINATED 250101 $0.1300 DEBIT ORIGINATED 250100 $0.1300 DELETION /REVERSAL - MANUAL 250620 $30.0000 CREDIT RECEIVED 250201 $0.0000 DEBIT RECEIVED 250200 $0.0000 RETURN ITEM 250302 $4.0000 NOTIFICATION OF CHANGE 55211a=-0- h51070 $4.0000 RETURN NOTIFICATION - ONLINE 250400 $1.0000 NOTIF OF CHANGE - ONLINE 250400 $0.0000 ELOCKBOX FILE PROCESSING 259925 $6.0000 CREDIT ORIGINATED - JPM ACCESS 250101 $0.0300 DEBIT ORIGINATED - JPM ACCESS 250100 $0.0300 JPM ACCESS ACH MAINTENANCE 250000 $10.0000 ELOCKBOXC RETURN - ELECTRONIC 250302 $2.5000 ELOCKBOX NOC - ELECTRONIC 251070 $2.5000 DELETION /REVERSAL - ELEC 250620 $5.0000 ACH BATCH /FILE PROCESSED 250501 $15.0000 ADDENDA RECORD ORIGINATED 250120 $0.0300 NOTIF OF CHANGE - EMAIL 251070 $1.5000 RETURN NOTIFICATION - EMAIL 250400 $1.5000 NOTIF OF CHANGE - FAX 251071 $5.0000 RETURN NOTIFICATION - FAX 250401 $5.0000 ELOCKBOX IMPLEMENATION 251000 $1,000.0000 DEBIT BLOCK MAINTENANCE 251050 $3.0000 ACH ADA AUTHORIZED ID 251051 $0.2000 ELOCKBOX MAINTENANCE 050300 $25.0000 ELOCKBOX TRANSACTION RECEIVED 050300 $0.0400 ELOCKBOX TRANSACTION REFORMAT 050311 $0.0200 ELOCKBOX RETURN - MANUAL 050530 $12.0000 ELOCKBOX ADDENDA RECEIVED 250220 $0.0200 ELOCKBOX TRN REPAIR MAINT 999999 $95.0000 ELOCKBOX TRN REPAIR ITEM EDIT 999999 $0.5000 ACH ORIGINATED SAME DAY CREDIT 250101 $0.5000 ACH ORIGINATED SAMY DAY DEBIT 250101 $0.5000 ACCESS ACH CREDIT - SAME DAY 250101 $0.7500 TRANSACTION SUMMARY REPORT 250702 $10.0000 UPIC (ACH) PER ITEM CHARGE 050300 $0.2500 UPIC (ACH) MONTHLY MAINTENANCE 050030 $28.0000 BRANCH CENTER SERVICES BRANCH CREDITS POSTED 100000 $0.7500 BRANCH DEPOSIT - IMMEDIATE VERIF 100000 $0.0030 BRANCH DEPOSIT - BAGGED COIN 100012 $7.5000 BRANCH ORDER - COIN ROLL 100044 $0.1000 BRANCH ORDER CURRENCY STRAP 10004A $0.2500 BRANCH DEPOSIT IN NON STD BAG 100099 $2.0000 BRANCH DEPOSIT - POST VERIF 100007 $0.0018 BRANCH DEPOSIT ADJUSTMENT 100500 $0.0000 BRANCH ORDER PROCESSED 100040 $2.0000 DEPOSITORY SERVICES CREDITS POSTED 010101 $0.4709 CHECKS DEPOSITED - ON US 100220 $0.0400 CHECKS DEPOSITED - TRANSIT 100224 $0.0600 IMAGE GROUP ONE 100214 $0.0300 ON US STANDARD 100210 $0.0300 [RD PERIOD ONE 100214 $0.5000 FILE TRANSMISSION REC. - VPN 100210 $150.0000 IMAGE GROUP TWO 100214 $0.0300 IMAGE GROUP TWO - TIER 2 100214 $0.0300 DEPOSIT CORRECTION 55� h00230 $7.5000 ON US PREMIUM 100210 $0.0400 IMAGE GROUP ONE - PERIOD TWO 100214 $0.0300 ICL DEPOSIT STANDARD 100200 $0.3000 IMAGE QUALITY SUSPECTS 999999 $0.2500 NON - CONFORMING IMAGE ITEMS 999999 $2.0000 ICL DEPOSIT EARLY 100200 $0.3000 RETURN ITEM 100400 $4.0000 RETURN MULTIPLE LOCATIONS 100430 $0.6000 RETURN ALTERNATE ADDRESS 100401 $2.0000 RETURN FAX COPY 100415 $2.0000 RETURN DETAIL REPORTING 100411 $0.3000 RETURN ITEM REDEPOSIT 100402 $8.0000 RETURN - EMAIL NOTIFICATION 100419 $1.0000 DISBURSEMENT SERVICES CHECK PHOTOCOPY RETRIEVAL 010610 $20.0000 CHECK CASHING NON -ACCT HOLDER 150501 $0.0000 CHECK / DEBIT POSTED 010100 $0.0300 PAPER CHECK RETURN 159999 $0.1500 STOP PAYMENT - MANUAL 150420 $35.0000 STOP PAYMENT- ONLINE 150410 $20.0000 OFFICIAL CHECKS 150511 $10.0000 STOP PAYMENT AUTOMATIC RENEWAL 150412 $2.0000 DELUXE 3RD PARTY PRINT SVCS 150810 PASS- THROUGH IMAGE TRANSMISSION PER ITEM 151351 $0.0300 IMAGE TRANSMISSION PER TRANS 151354 $100.0000 IMAGE STORAGE PER ITEM 151351 $0.0200 PAYABLES WEB SERVICE CHECK INQUIRY $0.0000 MAINTENANCE 151710 PWS RECON REPORT /STMT MAINT 200306 $0.0000 PWS IMAGING MAINTENANCE 151350 $0.0000 PWS EXCEPTION NOTIF -ACCT 150030 $0.0000 PWS RPP EXCEPT REVIEW MAINT 150031 $30.0000 PWS EXTENDED REPORT RETRIEVAL 999999 $0.0000 PWS REVERSE POSPAY EXCEPTIONS 999999 $0.0000 STOP PAYMENT - ELECTRONIC 150410 $2.0000 DATA DOWNLOAD 200306 $0.0000 IMAGE RETRIEVAL PER RETRIEVE 151352 $3.0000 PWS IMAGE RETRIEVAL >91 DAY 151352 $5.0000 CONTROLLED DISB ACCT MAINT 150000 $150.0000 CONTROLLED DISB CHECK POSTED 150110 $0.2500 CONTROLLED DISB FUNDING 010112 $0.4000 CHECK PRINT MAINTENANCE 150040 $50.0000 1 -1,000 - $0.5000 CHECK PRINT PER ITEM 151810 1,000+ - $0.3500 CHECK PRINTING NON JPM 151810 $1.0000 CHECK PRINTING STMT PRINT 151830 $1.0000 CHECK PRINTING ADDL PAGE 151830 $0.2000 PRINT OUTSOURCING ADVICE PRINT 151870 $1.0000 PWS CHECK PRNT CASHIER'S CHECK 151810 $4.0000 PWS CHECK PRINT DIRECT ENTRY 151810 $2.0000 CHECK PRINT ONLINE MAINT 150040 $75.0000 TS PRNT OUTSRCING SETUP 151880 $5,000.0000 �j A CHECK PRINT MANUAL PULL 55E- ` 151820 $35.0000 CHECK PRINT REGISTER FILE 151800 $10.0000 CHECK PRINT INSERT 151870 $0.0100 CHECK PRINT INPUT FILE 151800 $10.0000 CHECK PRINT FILE UPLOAD 151800 $10.0000 CHECK PRINT POSTAGE 151850 $0.4011 CHECK PRINT FOREIGN POSTAGE 151850 $0.8670 PRINT OUTSOURCING ENVELOPES 151870 $0.1300 PRINT OUTSOURCING SHIPPING BOX 151870 $2.3500 FUNDS TRANSFER SERVICES FW SURCHARGE POST 5PM RECEIPT 350599 $0.2600 FW SURCHARGE $10 MILLION + D/C 350599 $0.1400 ELECTRONIC BOOK DEBIT S/T 350124 $2.0000 ELECTRONIC FED DEBIT S/T 350100 $6.5000 ELECTRONIC FED DEBIT REPAIR 350102 $14.5000 ELECTRONIC CHIP DEBIT S/T 350110 $12.0000 BANK INITIATED FED DEBIT 350220 $200.0000 BANK INITIATED ACCOUNT DEBIT TRANSFER 350220 $200.0000 REPETITIVE INSTRUCTION STORAGE 350551 $0.0000 FED TRANSFER FEE 350599 $0.0000 CHIPS MESSAGE FEE 350599 $0.0000 BOOK CREDIT 350320 $3.0000 FED CREDIT S/T 350300 $7.0000 FED CREDIT REPAIR 350330 $14.5000 CHIPS CREDIT S/T 350300 $12.0000 MAIL DEBIT ADVICE 350412 $5.0000 MAIL CREDIT ADVICE 350412 $5.0000 DRAWDOWN FED DEBIT 350521 $16.2500 AUTOMATED PHONE INQUIRY 350560 $0.0000 INVESTIGATION ADVICE - ALL 350402 $0.0000 INV TRANSACTION - NOT CHARGED 359999 $0.0000 INTERNATIONAL SERVICES DEPOSITED CHECK - CANADIAN 609999 $5.0000 FOREIGN CHECK DEPOSIT (GROUP 1) 609999 $15.0000 FOREIGN CHECK DEPOSIT (GROUP 2) 609999 $15.0000 FOREIGN CHECK RETURN (CAD) 609999 $25.0000 FOREIGN CHECK COLLECTION RETURN 609999 $20.0000 51;j &LOI ZCIal:I_CKd *1` MONTHLY SERVICE 400610 $40.0000 ACCOUNT MAINTENANCE 40044Z $15.0000 TRANS REPORTED - 45 DAY 40066Z $0.0500 EXTENDED TRANSACTION DETAIL 40066Z $0.0000 ACCESS ACCOUNT TRANSFER MAINT 400699 $0.0000 ACCT TRANSFER MAINT 400699 $2.2500 JPMORGAN ACCESS MOBILE FREE RECONCILIATION SERVICES FULL RECONCILIATION - PER ITEM 200110 $0.0300 FULL RECONCILIATION - MAINT 200010 $20.0000 PARTIAL RECONCILIATION - MAINT 200020 $10.0000 PARTIAL RECONCILIATION - PER ITEM 200120 $0.0150 PAYEE NAME VERIFICATION rJ L650122 $0.0300 POSITIVE PAY MAINTENANCE 150030 $0.0000 EXCEPTION ITEM 150300 $2.0000 PP NON RECON MAINTENANCE 150030 $8.0000 ISSUE INPUT WITHOUT RECON 200201 $1.0000 POS PAY WITHOUT RECON ITEMS 150120 $0.0000 ISSUE INPUT FILE WITH RECON 200201 $3.0000 CHECK EXCEPTION RETURN 150320 $5.0000 OUTPUT FILE 200301 $0.0000 EXCESSIVE ARP REJECTS 200210 $0.1500 DATA ENTRY - MANUAL 200210 $2.0000 ARP CUSTOM REPORT 200324 $0.0000 CD ROM 151353 $10.0000 CD ROM MAINTENANCE 151353 $0.0000 DEPOSIT RECON MAINTENANCE 100600 $60.0000 DEPOSIT RECON ITEMS 100610 $0.1000 ARP SHIPPING PREP FEE 1512ZZ $25.0000 IMAGE CAPTURE PER ITEM 151351 $0.0500 CORPORATE QUICK PAY CORPORATE QUICK PAY PROGRAM MAINTENANCE 250000 $150.0000 CORPORATE QUICK PAY PAYMENTS $0.2000 DECLINED /EXPIRED 250101 CORPORATE QUICK PAY PAYMENTS ACCEPTED 250101 $0.7500 J /1l1N9&y:4:i1Fl lei :: VAULT DEPOSIT 100100 $0.5500 VAULT DEPOSIT PER $1,000 100112 $1.0000 VAULT DEPOSIT RECEIPT MAILERS 100154 $0.7500 VAULT EMAIL NOTIFICATION 100154 $0.5000 VAULT DEPOSIT ROLLED COIN 100110 $0.2000 VAULT ORDER COIN ROLLS 100144 $0.1200 VAULT ORDER - COIN ROLL BOX 100115 $0.0800 VAULT DEPOSIT STD STRAP - NOTE 100115 $0.0040 VAULT DEPOSIT NON STD STRAP - NOTE 100114 $0.0100 VAULT DEPOSIT IN NON STD BAG 100199 $1.0000 VAULT STANDARD ORDERS 100141 $2.0000 VAULT ORDER CURRENCY STD STRAP 10014A $0.2500 VAULT EXPEDITED SPECIAL ORDERS 100143 $25.0000 VAULT ORDER CURR NON STD STRAP 100148 $0.2500 VAULT DEP PARTIAL OR MIXED BAG 100111 $3.0000 VAULT DEPOSIT STD COIN BAG 100113 $1.0000 VAULT ENVELOPE DEPOSIT VERIF 100104 $1.0000 VAULT ACTIVITY REPORT FAXED 100199 $25.0000 VAULT ORDER SUPPLIES 1008ZZ PASSTHROUGH VAULT DEPOSIT ADJUSTMENT 100501 $5.0000 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 $5.0000 WEB CUR SVCS - DEPOSIT DETAILS 100199 $1.0000 WEB CUR SVCS - VAULT TREND REPORT 100199 $2.0000 BANKING SERVICES SUPPLIES PASSTHROUGH SCANNABLE LOCKBOX (SNLB) SNLB SCANNABLE ITEM 050101 $0.3000 SNLB OCR DOCUMENT 050122 $0.0200 SNLB SORT MANUAL 55e-M0113 $0.2000 SNLB BALANCING 05011P $0.1000 SNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 WHOLESALE LOCKBOX (WNLB) LOCKBOX - MAINT 050001 $150.0000 WNLB ADDITIONAL DAILY DEPOSIT 050302 $25.0000 WEEKEND PROCESSING 050136 $50.0000 WHOLESALE ITEM 050100 $0.5000 UNPROCESSABLE ITEM 050530 $0.3000 NO CHECK ITEM 05011 M $0.4000 CHECK CLEARING 10021Z $0.1100 INCOMING COURIER PACKAGE 05011 P $25.0000 CASH PROCESSING 05013B $10.0000 WNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 CHECK MICR CAPTURE 050121 $0.0250 DATA CAPTURE 050126 $0.0120 PAPER DELIVERY PREP 05011 L $0.3200 OUTGOING PACKAGE PREP 050412 $25.0000 POSTAGE 050410 $0.4010 DOCUMENT IMAGE CAPTURE 05011R $0.1500 CUSTOMIZED PROGRAMMING FEE PER HOUR( /f 059999 $150.0000 applicable) 050137 $0.0200 WNLB SPECIAL PROCESSING MAINT 05011 P $100.0000 GROUPS /SORTS- SIMPLE 050112 $0.1000 WNLB GROUPS /SORTS - COMPLEX 050113 $0.2000 WNLB BALANCING 05011P $0.1500 SPECIAL HANDLING OTHER 05011P $0.3500 FOREIGN ITEMS SENT FOR COLL 050105 $10.0000 DEPOSIT PREPARATION 050301 $2.0000 LOCKBOX IMPLEMENTATION FEE $4,400.0000 RECEIVABLES EDGE IMAGE ARCHIVE & SERVICE CLOSED LBX IMAGE VIEWING 050005 $20.0000 DOCUMENT IMAGE CAPTURE 05011R $0.1500 SNLB OCR DOC IMAGE CAPTURE 05011R $0.0800 SPECIAL IMAGE HANDLING 05011R $0.2000 VIRTUAL MONTHLY MAINT 101300 $100.0000 VIRTUAL REMIT ITEM 101320 $0.5000 VIRTUAL REJECT (AUTO) 050530 $0.1500 VIRTUAL REJECT (MANUAL) 050530 $1.0000 REC EDGE MAINT- CHK/DOC 050005 $150.0000 EXTENDED IMAGE STORAGE 050428 $0.0050 LONG TERM STORAGE - CHECK 050620 $0.0300 LONG TERM STORAGE - B &W DOC 050620 $0.0600 WNLB ALERTS 011021 $0.0000 REMITTER MGMT MAINT 059999 $25.0000 WNLB MICR ENHANCEMENT 050121 $0.0500 REC EDGE ADD'L REPORT 050312 $25.0000 CLIENT SUPPLEMENTAL DATA ENTRY 059999 $0.0500 REMITTER RECORD STORG 059999 $0.0200 WNLB RETURN ITEM MAINTENANCE 100416 $25.0000 VIRTUAL REMIT OCR ITEM 101320 $0.3500 WNLB INBOUND TRANS MAINT 050400 $100.0000 ONLINE DECISION MGR MAINT `55 `7050006 $150.0000 RECEIVABLES PRESENTMENT MAINT LONG TERM STORAGE NON -IMG PYMT DATA TRANS MAINTENANCE DATA TRANSMISSION ITEM IMAGE TRANSMISSION MAINTENANCE IMAGE TRANSMISSION PAGE 409999 $60.0000 050620 $0.0300 050400 $100.0000 050401 $0.0300 050420 $100.0000 050420 $0.0300 Page 7 55E -28 EXHIBIT B -1 Pricing for Optional Services Smart Safe Services SMART SAFE MAINTENANCE SMART SAFE ADVANCE CREDIT Commercial Card Services 100199 $30.0000 100199 $2.2500 As negotiated between the parties following City's notification to Banking Services Provider of its interest in receiving such services from Banking Services Provider. 55E -29 EXHIBIT C Contact Information for Relationship Team Members and Other Useful Contacts for BANKING SERVICES PROVIDER Contact List Name Phone E -mail Number Relationship Manager & Government Kerwin Deese 949 - 833 -4061 kerwin.p.deese0 pmorgan.com Banker Executive Director & Government George Hausler 213 - 621 -8174 george.y.hausler(a)Ipmorgan.com Industry Executive Treasury Management Jason Johnson 949 - 833 -6637 iason.11.iohnson(aD.ipmorgan.com Officer Treasury Sales Analyst Sigi Portillo 949 - 833 -4687 sigi.a.portillo(a)ipmoraan.com — Client Service Professional Marilyn Hardney 602- 221 -1036 marilvn .k.hardnev(a)ipmorgan.com Alternate Client Service Contact Claudia Vickers 602 - 221 -1209 claudia.vickersa'pmorgan.com Access Online Technical 800 - 888 -8053 Solutions Group Commercial Banking Service 866- 954 -3718 Center 55E -30 EXHIBIT D The RFP City of Santa Ana Finance & Management Services Agency Treasury & Customer Services Division REQUEST FOR PROPOSALS RFP # 16 -111 Banking Services Issued: September 1, 2016 Due Date: October 14, 2016, 5:00 PM (PST) deadline Submit to: City of Santa Ana Purchasing Division RFP# 16 -111 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods, Buyer Project Coordinators: Willard V. Holt, Treasury & Customer Services Manager Minerva H. Mancha, Treasury Services Supervisor Rosie Perez, Treasury Services Specialist City of Santa Ana — Banking Services Page i 55E -31 TABLE OF CONTENTS SECTION I. INTRODUCTION [JLcT A. Purpose ................................................................. ............................... 1 B. Deadline ................................................................ ............................... 1 C. Background ............................................................ ............................... 1 II. SELECTION PROCESS A. Selection Process ................................................... ............................... 2 B. Evaluation Criteria ................................................... ............................... 2 1. Bank Qualifications ........................................ ............................... 3 2. Experience ................................................... ............................... 3 3. Client References .......................................... ............................... 4 4, Proposed Scope of Services and Time of Performance ....................... 4 5. Cost of Providing Services .............................. ............................... 4 C. Selection Schedule ........................................... ............................... 4 Ill. SCOPE OF SERVICES A. Collateralization ............................................ ............................... 5 B. Exemption .................................................... ............................... 5 C. Interest Earnings ........................................... ............................... 5 D. Deposit Activity ............................................. ............................... 5 E. State Deposits .............................................. ............................... 6 F. Cash Management ......................................... ............................... 7 G. Full Account Reconciliation .............................. ............................... 7 H. Electronic Reporting ....................................... ............................... 8 I. Positive Pay .................................................. ............................... 8 J. Disbursements, Wires and Money Transfer Services .......................... 8 K. Electronic Payment / Deposits Services ........... ............................... 10 1. ACH Disbursements........_ ................... ............................... 10 2. Direct Deposit of Payroll ...................... ............................... 11 3. Electronic Payroll Tax Payments. ......................................... 11 L. Information Reporting Services ...................... ............................... 12 M. Web -based Applications ................................ ............................... 12 N. Implementation and Training Services ............ ............................... 12 0. Audit Requirements ...................................... ............................... 13 City of Santa Ana — Banking Services 55E -32 Page ii P. Service Management .................................... ............................... 13 Q. Disaster Recovery ........................................ ............................... 13 R. Bank Liability ............................................... ............................... 13 S. Miscellaneous Questions ................................ ............................... 14 T. Desired Related Services Not Part of this RFP 1. Armored Car Services ......................... ............................... 14 2. Custodial Services .............................. ............................... 15 3. Merchant Card Services ...................... ............................... 15 4. Corporate / Purchase Credit Cards ........ ............................... 16 U. Additional and Other Services ........................ ............................... 16 IV. TIME OF PERFORMANCE .................................. ............................... 16 V. COST OF PROVIDING SERVICES ( Fees) ........... ............................... 17 VI. PROPOSAL FORMAT — DATA REQUIRED A. Letter of Transmittal ..................................... ............................... 18 B. Table of Contents ......................................... ............................... 18 C. Financial Banking Institution Profile ................ ............................... 19 i. Bank Overview ii. Relationship Management D. Allocation of Resources E. Bank Compensation ( Fees) .............................. .............................19 F. Scope of Work and Time of Performance ......... ............................... 20 G. Client References ......................................... ............................... 20 H. Certification of Proposals ............................... ............................... 20 VII. COST /BID PROPOSAL FORM .............................. .............................20 VIII. CERTIFICATION OF PROPOSAL ......................... .............................20 IX. PROPOSAL SUBMITTAL REQUIREMENTS ........... .............................20 X. INSURANCE REQUIREMENTS ............................. .............................21 XI. ADDENDA AND SUPPLEMENTS TO REQUEST FOR PROPOSAL .......... 21 XII. MISCELLANEOUS ............................................... .............................22 ATTACHMENTS Attachment 1 ...... PROPOSER'S COVER SHEET ............... .............................23 Attachment 2 ...... PROPOSER'S SIGNATURE SHEET ........ .............................24 City of Santa Ana — Banking Services Page in 55E -33 Attachment 3 ...... COMPANY INFORMATION ................... .............................25 Attachment 4 ...... SUMMARY SHEET ... ........................................................ 26 Attachment 5 ...... CLIENT REFERENCE FORM ............... ............................... 27 Attachment 6 ......COST /BID PROPOSAL FORM ............... .............................28 Attachment 6A .... CITY OF SANTA ANA BANK ANALYSIS STATISTICS ............. 30 Attachment 6B .... CITY OF SANTA ANA BANK ANALYSIS STATISTICS ............. 31 Attachment 7 ...... PROPOSER'S CERTIFICATION FORM .... .............................32 Attachment 8 ...... PROPOSAL SCHEDULE and PROCEDURE ........................... 33 ........ Modifications to the RFP ................... ............................... 34 ........ Cost of Preparation of Offering ......... ............................... 34 ........ Confidentiality of Documents ............ ............................... 34 ........ Notification of Withdrawal of Proposal ............................... 34 ........ Contractual Obligations ................... ............................... 35 ........ Errors and Omissions ...................... ............................... 37 ........ Rights to Pertinent Materials ..................................... -.... 37 ........ News Releases / Publications ............ ............................... 37 ........ Right to Reject Offerings .................. ............................... 37 ........ Protests ......................................... ............................... 38 Attachment 9 ...... PROPOSAL EVALUATIONS .................. .............................39 Attachment 10 ........ PROPOSAL RATING FORM ................ ............................... 41 Attachment 11 ........ DATA REQUIRED ............................... .............................42 City of Santa Ana — Banking Services Page iv 55E -34 REQUEST FOR PROPOSALS Banking Services 1. INTRODUCTION A. Purpose. The City of Santa Ana Finance & Management Services Agency, Treasury & Customer Service Division ( "City ") is soliciting proposals for banking services from qualified financial institutions with full service branches within the City of Santa Ana. It is the City's intent to maintain all commercial banking services with one financial institution to maximize cash flow and minimize administrative costs; however, the City reserves the right to award multiple banking services contracts if it is deemed in the best interest of the City to do so. The primary objective of requesting proposals is for the City to identify which financial banking institution (the "Bank" or the "Proposer ") can provide the highest quality of service at the most reasonable cost. This process also provides the City the opportunity to explore alternative procedural methods that could improve its banking, cash management, customer services capabilities, and take advantage of new technologies. The City intends to enter into a contract for a three (3) year term beginning from the commencement of depository banking services with an option to renew for an additional two one (1) year periods. The pricing of the proposal must remain fixed for a minimum contract term of three years. Any price changes for years four and five must be agreed upon by the both parties during the third year. All proposals shall be submitted in accordance with the format and information listed in Section VI, Proposal Format — Data Required. B. Deadline. Proposals are to be received by 5:00 p.m. (PST) on October 14, 2016, as described in Section IX, Proposal Submittal Requirements of this Request for Proposals (RFP). C. Background. The City of Santa Ana is a Charter City operating under a Council- Manager form of Government. Policy- making and legislative authority are vested in a City Council consisting of the mayor and seven council members. Santa Ana encompasses an area of 27 square miles and is the eleventh largest city in California with a diverse population of over 343,000. The City's fiscal year 2016 -17 operating budget is $513 887 000. The City's primary banking relationship is currently with JP Morgan Chase, N.A. The present Agreement will reach the end of its term on December 31, 2016. In the event that the City contracts with a new Banking Services Provider the existing contract will be extended a further six (6) months to allow for a smooth transition to a new Provider. Effective January 1, 2017, the City anticipates opening /maintaining four (4) open deposit acounts: 1. General Account 2. Housing Account (ZBA) 3. Commissary Account 4. Flex Benefit Spending Account City of Santa Ana — Banking Services Page 1 55E -35 The General Account serves as the concentration account for disbursements and deposits. The City pools the Worker's Compensation, Payroll, Accounts Payable, and Housing Agency into one general account. However, separate independent prefix check numbers are maintained for each of the above. A separate account is required for the City's Housing Agency which is set up as a Zero Balance Account (ZBA) into the pooled account. A separate account is required for the City's Jail Commissary Account, with full services needed. A separate account is required for the City's Flex Benefit Spending Account with ACH services. Two separate accounts are currently required for the City's Successor Agency Tax Allocation Bonds with wire and book transfer services, but effective January 1, 2017, these funds will be fully transferred to fiscal agent(s). The City currently uses Lawson Financial Accounting software for its general ledger, accounts payable, budgeting and accounts receivable. The City utilizes System Innovators, Inc. software, iNovah Cashier, for its cash receipting throughout the City including City Hall, Police Department and the City's Zoo. Over - the - counter checks are scanned through iNovah to create a daily Image Cash Letter (ICL) file for bank transmission. All other checks are processed through remittance processor equipment using Aqurit software to create a daily ICL file for bank transmission. In addition, departments utilize specialized software for their department's functions which issue checks and create positive pay files for bank transmissions. Payroll uses HighLine ePersonality, Housing Authority uses Yardi, Personnel Service's Worker's Compensation Unit uses Ventiv Tech, and the City's Jail Commissary uses Aramark Core software. II. SELECTION PROCESS A. Selection Process. After the submittal deadline has passed, a selected committee comprised of staff from pertinent City departments will review and rate each proposal received and make a selection according to which financial banking institution best meets the City of Santa Ana's requirements and needs. Interviews /demonstrations may or may not be conducted with the top ranked respondents and considered in the selection. The City will enter into a Banking Services Agreement with the top ranked financial banking institution after City Council authorization. The City of Santa Ana reserves the right to reject any and all proposals. The City also reserves the right to waive any minor irregularities or request any institution submitting a proposal to clarify its proposal or to supply additional material deemed necessary to assist in the selection of a banking institution, and to modify or alter any or all of the requirements herein. In the event that the proposal guidelines change materially, all respondents who submit a proposal will be given an opportunity to modify their proposal in the specific areas that are impacted. B. Evaluation Criteria. The proposals will be evaluated and ranked based upon the criteria provided in Attachment 10 — Proposal Rating Form which includes: (1) Qualifications, (2) Experience, (3) Client References; (4) Proposed Scope of Services and Time of Performance, and (5) Cost of Providing Services. The following criteria will be evaluated in in addition to data presented in response to the RFP: City of Santa Ana — Banking Services Page 2 55E -36 1. BANK QUALIFICATIONS - In order to be considered in the selection process for core banking services, the proposing financial banking institution MUST have the following minimum qualifications: a. Qualified Depository. Bank must be a qualified State or National public depository, as defined in California Government Code Section 53630.5 and must perform its obligations under this proposal in compliance with all applicable federal and California state laws and regulations, statutes and policies. b. Federal Reserve Member. Bank must be a member of the Federal Reserve System and have access to all Federal Reserve System services (e.g. check processing including check 21, electronic funds transfer, safekeeping, delivery and custodial services, etc.) c. Federally Insured. Bank must be insured by the Federal Deposit Insurance Corporation and be in good standing. d. Capitalization. Bank must be adequately capitalized to accommodate the City's cash and investment management needs. e. Local Branch. Bank must have a full- service branch located within the City of Santa Ana. f. Ratings. Bank must provide their most current long -term debt rating (Moody's, Standard and Poor's, and /or Fitch). g. Community Reinvestment Act (CRA). Bank must be in compliance and in good standing with the Community Reinvestment Act, Provide the Bank's CRA rating. h. Involvement with City Sponsored Programs. Bank shall demonstrate that it meets, or its willingness to meet, council policy established in 1979, quoted as follows: "Council policy shall be to require banks to participate in, or to support City sponsored programs for community improvement in order to receive City demand deposit accounts and to remain on the City's depository list." Describe in detail, current or proposed participation on specific projects and community involvement activity in the City of Santa Ana. Other information concerning the qualifications of the bank may also be included at the bank's discretion and will be reviewed and considered during the selection process. 2. Experience. The Bank's related experience in providing services comparable to the City's needs. Does the Bank currently have active municipal government clients in Southern California? City of Santa Ana — Banking Services Page 3 55E -37 3. Client References. The references obtained from current and past Bank's client cities. Please complete the Client Reference Form (Attachment 5) listing at least five (5) California public agency references that are most comparable to the City's size and financial needs, that we can contact to confirm customer satisfaction. Select both long- standing and recent customers. 4. Proposed Scope of Services and Time of Performance. Proposals must address all items set forth in Section III "Scope of Services and Time of Performance." 5. Cost of Providing Services. The amount of the standard charges and the concession pricing structure proposed, Proposals must use the City's format set forth in Section V "Cost of Providing Services" to be considered in the selection process. The issuance of this RFP shall not be interpreted as, nor does it constitute, a representation by the City that any specific institution or institutions will be retained to perform any of the services described herein, and an institution shall not acquire any right or entitlement to be retained for such purpose by virtue of submitting a proposal in response to this RFP. The City is in no way obligated to pay the expenses of the proposing institution in connection with the preparation of submission of a proposal. The City reserves the right to issue additional RFP(s) for the performance of these services during the service period specified below. The City may select qualified institutions that submit proposals in response to this RFP and /or any subsequent RFP to perform all, or some, or any of the services required by the City. The City also reserves the option to cancel or modify this RFP and the selection process at any time. The City will administer the proposal process in accordance with the terms and dates outlined in this RFP; however, the award of any contract shall be contingent on the requisite staff and Council approvals. C. Selection Schedule. * (Note: This schedule is subject to change) Activity Estimated Date RFP Issue Date September 1, 2016 Deadline for Receipt of Written Questions September 14, 2016 @ 5:00 pm (PST) Mandatory Pre -Bid Conference (RSVP Required) September 15, 2016 (Time /Place TBD) RFP Addenda to be Issued Addressing Questions September 19, 2016 RFP Submissions Due October 14, 2016 - 5:00 pm (PST) Submitted Proposals Reviewed October 17 - October 31, 2016 Interviews / Demonstrations (optional - as required) November 1 - November 4, 2016 Evaluations, Selection / Negotiations Completed November 7, 2016 Council Approval December 6, 2016 Agreement Start January 1, 2017 City of Santa Ana - Banking Services Page 4 55E -38 111. SCOPE OF SERVICES The following banking services will be required and the inability to provide these services, except when stated within the service description as desired rather than being required will eliminate the proposal from consideration. A. Collateralization. All balances are to be fully collateralized through the pool collateral system required under the State of California Financial Code Section 53630 et seq. B. Exemption. Bank shall obtain exemption for the City from large cash transaction reporting requirements. C. Interest Earnings. Bank must be able to provide interest earnings on the Cash Balance in excess of required compensation balances. Please provide options for excess balances. As part of the proposal, the bank shall provide the proposed formula to calculate interest earnings. All interest earnings shall be credited to the Operating Account. D. Deposit Activity. The City currently utilizes a variety of methods to process daily deposits. Most all of the City's deposited funds are brought to City Hall and an armored car service is used for currency and coin deposits five days a week (Monday- Friday) with the exception of alternate Fridays when City Hall is closed. The City's parking meter coin deposits are counted, separated, and bagged by coin denomination. The City currently scans and electronically transmits most checks for deposit. The City also has third parties who make deposits on behalf of the City for collection of parking citations and paramedic billing. The armored car service is paid by the City on a monthly basis. The City would prefer this service be charged through Account Analysis. Total monthly deposits consist of approximately $14,000,000 in checks and $900,000 in currency and $105,000 in coin. The City requires the ability to use a local branch to make occasional deposits, get change, allow employees to cash payroll checks, and offer banking services to City employees, and for other miscellaneous activities. 1. Provide the location of the branch closest to Santa Ana City Hall (20 Civic Center Plaza, Santa Ana, CA 92701) that can be used for large dollar deposits that missed the courier, emergency cash withdrawals, supplies, etc. 2. What time is the same -day ledger credit cut -off for over -the counter deposits? Is there a later deadline at other branches or processing centers? Where is the Processing Center /Cash Vault located? Will the City deal directly with the Cash Vault on deposit adjustments or with a local representative? 3. Describe the Bank's deposit requirements, including coin, currency and check deposits. Who is responsible for the cost of deposit supplies (bags, deposit slips, etc.)? City of Santa Ana — Banking Services Page 5 55E -39 4. Does the financial institution support Check 21 Act procedures for electronic check clearing? Describe the financial institution's service including what forms of security will be employed to address this medium. 1. Describe the Bank's check truncation services, including estimated savings if used. 2. In connection with check truncation services: i. How does the City receive copies of paid items? ii. How long does it take to obtain a copy of a paid check? iii. Is this service available on -line? 5. How is the daily float calculated? What ways can the Bank offer to maximize availability of funds? 6. Provide the location for your Cash Vault for armored car deliveries. The City requests the latest armored car pick -up time available to ensure same day credit, but no earlier than 12:00 p.m. What are the required delivery times to ensure same day credit? Are there extended hour charges? If so, what are the normal hours vs. extended hours? Can this service be paid with Account Analysis? 7. Describe the Bank's procedure for handling deposit adjustments. What documentation is provided on discrepancies? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How quickly would support documentation of a deposit discrepancy be provided? 8. Describe the Bank's returned items handling and notification procedures. Are items automatically re- cleared? How quickly are the returned items sent to the City? Is this information available on -line? 9. Describe your change order service. How quickly can change orders be filled? 10. Can a miscellaneous change order for $1,000 or less be made available to City departments without advance notice? Is this service available at all local branches? E. State Deposits. Bank must be able to accept direct deposits to the City's account from the State of California for various subvention payments, including the Local Agency Investment Fund (LAIF), and guarantee immediate credit for such deposits. 1. Does the Bank have an office in Sacramento that maintains a direct Demand Deposit Account (DDA) banking relationship with the State Treasurer's Office and the State Controller's Office? City of Santa Ana — Banking Services Page 6 55E -40 2. Describe the LAIF transfer process. Are the transfers done by telephone, fax, wire ACH, e-mail, etc.? 3. What is the charge per transfer to LAIF? From LAIF? 4. Is it possible to set up the transfers in advance? If so, how far in advance can a transfer be set up? S. Describe the method used by the Bank for processing State of California apportionment payments. F. Cash Management. The Treasury & Customer Services Manager manages the City's $309 million dollar investment portfolio. The portfolio consists of mostly fixed income type securities, such as federal agency securities, certificates of deposits, etc. In the event the City releases wire transfers in amounts greater than the current Bank balance in anticipation of receiving funds either by a maturing investment or deposits, the City would have the need for a daylight overdraft to accommodate its cash management activities. The amount of the daylight overdraft may be as high as $5 million. The bank should have the capitalization necessary to accommodate the City's depository and cash flow needs. 1. What is the Bank's policy regarding Daylight Overdrafts (DOD)? If there is a charge for DOD, how is it calculated? 2. Will the Bank guarantee that all items drawn on City accounts be paid regardless of the balance in the funding account? Please be comprehensive in yourresponse. G. Full Account Reconciliation. The City utilizes full account reconcilement services for the General Demand Deposit account and the Jail Commissary account. The City transmits "checks issued" information to the Bank daily utilizing its current banking system. The Bank provides a daily detailed report, by account, of checks paid, and a monthly detailed report of checks outstanding. A paid check file is transmitted to the City on a daily basis via secure transmission. Paid checks are also imaged and provided on a monthly compact disc (CD). The Bank must provide electronic monthly account reconcilement reports, bank statements, account analysis statements, confirmations, and other report related features. From the Pooled Account City currently issues approximately 1,570 checks monthly. In addition, City issues 130 checks monthly from the Commissary Account. In addition, the Bank must be able to provide full account reconciliation services and positive pay check protection services for both the City's pooled account and the Commissary account. 1. Describe the account reconciliation services offered by the Bank. 2. Describe when the Bank makes reports available after the last day of the month. City of Santa Ana — Banking Services Page 7 55E -41 3. Describe how long electronic reports are available online. 4. Describe the Bank's method for providing paid check information electronically. 5. Describe the Bank's imaging service information. H. Electronic Reporting. Bank must have an on -line application to allow the City to receive previous day balances and transaction information for each account. The City currently uses its Bank's web application to obtain a balance and transaction report each morning for use in connection with its cash management functions. 1. Describe the balance reporting system offered by the Bank, it's features, including "user- friendliness ". What is the earliest time that the reports are available on -line? 2. Describe the Bank's on -line information reporting system. How long is data available? 3. Is current day information available? If so, how often is it updated? 4. Provide a sample of prior day and intra -day reports that would be the best example of the system's capabilities. S. Describe the level of detail available on the information reporting service for each type of wire transfer service offered. 6. Can reports be custom - tailored for the end -user? 7. What are the hardware and software specifications for the Bank's on -line system? S. Describe the security features of your on -line system. I. Positive Pay. The City currently utilizes Positive Pay on the General Demand Deposit and Commissary accounts. A daily positive pay file is generated and uploaded through our current bank's web portal. The City is currently expanding to include payee name verification to positive pay. The Bank must be able to provide this service. J. Disbursements, Wires and Money Transfer Services. Bank must have the capability to accommodate incoming and outgoing electronic money transfers. The Bank should also provide the City with a money transfer type service that allows the City to initiate on -line wire transfers and intra -book transfers among the City's accounts. The City of Santa Ana currently utilizes a ZBA for the housing account. A general account with positive pay service protection is used for disbursement of payroll, accounts payable, and workers compensation City of Santa Ana — Banking Services Page 8 55E -42 payments, A separate checking account is also maintained with positive pay service protection for the City's Jail Commissary Account. Checks are not issued from the Flex Benefit Spending Account. The City initiates electronic payments using an on -line wire function that is part of its current electronic Banking Provider. 1. Does your system offer automated, repetitive and non - repetitive domestic wire transfer capabilities? Are there different controls for repetitive vs. non - repetitive? If so, please describe. 2. Describe your procedure for notifying us when a wire transfer fails. How soon is notification made? 3. Describe the security measures and safeguards offered by your service. Include any internet based account services here. 4. How are authorization levels established for transfers? 5. The City currently transfers funds among its accounts electronically. Describe the availability of this service. 6. Describe the setup of a positive pay file transmission. What format does the Bank require? Is technical support assigned to the project? If so, is there an additional cost? 7. Describe the Bank's positive pay operation, including timelines for paying or returning exception items. Are images of the exceptions available on -line? S. Does the Bank offer paid -item truncation with CD imaging? If yes, are images available on -line and at what cost? 9. Does the Bank offer controlled disbursement services? If so, describe the controlled disbursement program offered by the Bank. What presentment locations are offered and what are the reporting times? 10. Are the presentment amounts available via the Bank's on -line system? 11. Is controlled disbursement compatible with account reconcilement and positive pay? 12. By what time each day would information on 100% of the City's clearings be available? 13. Provide a sample controlled disbursement report. 14. Detail all costs associated with controlled disbursements. 15. How are stale -dated (more than 6 months old) items handled? City of Santa Ana — Banking Services Page 9 55E -43 16. Describe the process for placing a stop payment. Does the City have the option to determine the length of time for which the stop payment is in effect? How long does it take for a stop payment to become effective once it has been entered in your system? 17. Can a stop payment be cancelled on the same day as it was issued? 18. What is the Bank's policy regarding recourse on an item on which a stop payment has been placed, but was subsequently cashed? 19. What responsibility will the Bank assume in researching and correcting errors on paid items (i.e. encoding errors)? 20. Describe the Bank's documentation requirements for processing claims of forged items from the City. K. Electronic Payment /Deposit Services. Bank must have the capability to accommodate a range of electronic payment and deposit services currently used by the City in connection with accounts payables, payroll transactions (including direct deposit), and image check deposits. Describe capabilities regarding Federal and State transfers of funds to and from the City. (Note: the City not currently engage in Federal and State fund transfers but would like to evaluate future possibilities for doing so). 1. ACH Disbursements - The City currently pays some vendors via ACH from the General and Commissary Accounts. Vendor payments are made weekly. a. What are your cutoff times for delivery of a preauthorized credit or debit file? b. Are same day payments possible? c. Describe the acknowledgements you provide when you receive a file transmission including the level of detail, the information required and the reconciliation procedures involved. d. Detail all costs associated with ACH for vendor payment program. e. Describe costs for low vs. high volume, f. Distinguish what constitutes low vs. high volume, if applicable. 2. Direct Deposit of Payroll - The City currently offers direct deposit of payroll. The City has approximately 1,130 full -time employees and fluctuating part -time staff of up to 670. Payroll occurs on the 5th and the 20th of every month. a. Please describe the Bank's Direct Deposit service in detail. City of Santa Ana — Banking Services Page 10 55E -44 b. What are the different file transmission options available, including backup plan? In the event there is a banking system failure and the direct deposit file cannot be transmitted, please explain what the bank's contingency plans are to ensure the City's employees are paid. c. What are your transmission deadlines for Direct Deposit ACH files? When (Day and time) does the Bank need the file from the City, and when specifically are funds debited from the City's Account? d. Do you require or recommend pre- notifications for every transaction prior to actual transfer? How are returned pre- notifications handled? e. When are direct deposited payroll funds available in an employee's account? i. Describe how returned direct deposits are handled. ii. Describe the acknowledgements you provide when you receive a file transmission, including the level of detail, the information required and the reconciliation procedures involved. iii. Would you provide personal banking incentives for City of Santa Ana employees? 3. Electronic Payroll Tax Payments - Currently, the City pays its payroll withholding taxes with an Electronic Funds Transfer and desires to be able to deposit various employee Federal and State droll tax payments via secure internet access within the Bank. Please describe the Bank's payroll tax withholding service. a. Do you offer a special service for making State and Federal tax payments? Describe the process including any limitations and timelines. b. Can payments be made via the internet? Phone? Other? c. If a payment has been made by the City in a timely manner but delayed in the Bank's system, will you absorb any penalties and interest charged by the taxing authority? Describe your support services and response time for notifying the City of any problems the transmission files. d. What are the transmission deadlines for tax payments? When specifically are fund funds debited from the City's account? City of Santa Ana — Banking Services Page 11 55E -45 L. Information Reporting Services. Bank must provide on -line monthly account reconciliation reports, statements, account analysis statements, confirmation tickets and other report related features normally associated with municipal government accounts. The Bank must also be willing to customize such reports where feasible to accommodate the City's preferences. M. Web -based Applications. The City is interested in utilizing new applications and technology to increase the level of customer services available to the citizens of Santa Ana. The Bank must provide web based on -line services that provide added convenience and cost savings. These web based on -line services should include such services as: ACH, deposited returned items, image inquiry, image on demand, information reporting, statements, stop payments, wire transfer, payee positive pay, account balance inquiry, transaction inquiry, deposit history, and other on -line web applications. The Bank should have the ability to tailor web based banking applications to the needs of the City. N. Implementation and Training Services. As part of any conversion period and as necessary thereafter, the Bank must provide on -site training to City personnel for the operation and use of the Bank's services and automated systems for all areas of service. The training must be sufficient to ensure that City personnel are proficient with all systems and procedures prior to the conversion date, and anytime thereafter. Training, operating manuals, and on -going support are to be supplied by the Bank for all services provided. [Items 1. Through 7. — Respond Only as Applicable] 1. Describe the overall plan your Bank would coordinate to ensure a smooth and error -free transition from a current Banking Provider. 2. How long does a typical conversion to your Bank take? 3. Provide a detailed implementation schedule, including assigned responsibilities. 4. Provide all costs and the responsible party (Bank or City) that are involved in an implementation? 5. Do you have a user group? If so, how are they structured? What topics are they currently discussing? 6. Describe the Bank's hardware, software, and personnel utilized for technical applications of banking processes and procedures. Include a description of portals, transmissions and downloads of information, electronic funds transfers, and e- Banking. 7. Describe the Bank's technical personnel who will be available to support the City's technical staff in implementing new processes and procedures to perform the City's banking functions. Training, operating manuals, and City of Santa Ana — Banking Services Page 12 55E -46 technical support shall be supplied by the Bank as appropriate for all services provided. O. Audit Requirements. Bank will be required to respond to audit confirmations and other requests for data at least annually or as needed from the City's outside auditors. Bank may be requested to permit the auditors to conduct on -site inspection of transactions or review the Bank's internal control system. Define the roles and responsibilities associated with these tasks. P. Service Management. The City of Santa Ana places a strong value on excellent customer service and requires a commitment from both its own staff and the companies with which it does business. Bank shall provide both proactive and responsive consulting services to the City. Bank shall immediately notify the City whenever the Bank becomes aware of potential problems that may occur to City accounts. For example, City staff should be informed of any new form of check fraud, which many affect the City as soon as possible after the Bank becomes aware of it. The Bank shall provide the City with information on what the Bank is doing to correct the problem and recommendations as to what the City may do to cause as little administrative and cost burden to the City as possible. In addition, the Bank shall provide the City with information concerning new and updated technology in the banking industry, which can improve the City's banking or business activities. Designated bank personnel shall be available by telephone at all times during the Bank's regular business hours to respond promptly to City questions. Q. Disaster Recovery. The Bank's disaster contingency plans, contact list and backup systems which would enable the City to continue operations and provide services to its citizens in the event of systems breakdowns or other emergencies are important to the City's ability to provide continuous services to its residents and local business community. 1. Describe the Bank's disaster recovery plan in detail. 2. Where are off -site facilities located? How quickly can this facility be activated in the event of an emergency? R. Bank Liability. The City will assess the degree to which the Bank will assume liability for injury or harm to the City, its officers, officials, employees, agents, vendors, customers, bondholders, and third parties in general. The City needs to clearly understand the extent to which the Bank is willing to assume liability if and when extraordinary events might occur. 1. Under what circumstances will the bank assume full liability for check fraud on the City's accounts? 2. Under what circumstances will the Bank assume liability for wire failure, any subsequent nonpayment to the City's bondholders or unauthorized wire transfers? City of Santa Ana — Banking Services Page 13 55E -47 3. Under what circumstances will the Bank assume liability for damages to City employees in the event that Direct Deposit failed? 4. What assurances will the Bank make that no unapproved debits are made to the City account(s)? If an unauthorized debit occurred, what procedure does the Bank have for reversing it? 5. Under what circumstances will the Bank be liable for missing deposits? What procedure, if any, does the Bank have for resolving disputes over deposits? 6. What protection does the Bank afford that all City issued checks will be honored? S. Miscellaneous Questions 1. Will the Bank assign a designated representative to the City's account for inquiries, day -to -day communications and problem resolution? If no, how will these items be handled? 2. Are there toll -free numbers for customer service and technical support? What hours is live phone assistance available? 3. Will the Bank cash payroll checks at no cost for City employees? 4. The Bank will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Will the Bank be able to comply with such requests? S. The Bank must identify the cost (if any) to the City for: depository bags including bulk coin deposit bags, endorsement stamps, deposit slips, standard commercial currency supplies such as currency wrappers, check stocks, deposit tickets, labels, and other necessary supplies. a. Can supplies be ordered on -line? b. Can the costs of these supplies be paid through Account Analysis? T. Desired Related Services Not Part of this RPP 1. Armored Car Services. The City desires the bank to bid and provide armored car service for two locations. 1) Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701 and 2) Santa Ana Zoo located 1801 E. Chestnut Ave, Santa Ana, CA 92701. Pick up services would be four to five times a week Monday through Friday after 12:00 p.m. City Hall is closed alternating Fridays. Armored car service company must ensure same day credit. a. Can this service by paid through account analysis? b. Describe the services and pick -up times available from armored car companies the Bank utilizes that can ensure same day credit. City of Santa Ana — Banking Services Page 14 55E -48 2. Custodial Services — The City currently has a $309 million investment portfolio, approximately $245 million of which is in securities maintained by its current Custodian. Currently, Custodial Services are conducted under a separate contract with BNY Mellon and this relationship may be continued. The City requires the Custodian to be thoroughly familiar with the public sector and the investment of public funds. There is no guarantee that the City will use the depository bank for safekeeping but may exercise its option in this area. However, the Bank will be required to have book -entry safekeeping services through the bank. Correspondent processing is not acceptable. Delivery versus payment basis is required to clear securities and report investments to ensure the protection of its security interest in portfolio investments. a. Describe Custodial Services offered by the Bank including confirmation of maturities, expected interest payments, calls ad purchases. Provide samples of confirmation, expected interest payments, and call notices. b. Discuss timelines for receiving month -end reports, statements, and confirmation reports. Are these available on -line? c. Custodial statements must describe assets completely as cost, par and market value as of the end of the month. Please provide a sample. d. Describe the Bank's funds transfer procedures for transferring funds to the City on a same day basis. e. Can this service be paid through account analysis? f. Identify the advantages and disadvantages associated with having the custodial account reside at the Bank that is also the provider of the City's general Banking services. 3. Merchant Card Services. The City is hoping to potentially combine credit card merchant services (or some portion of merchant services) with banking services to streamline operations and cash flow as well as operational coordination but is not required to do so. The City currently accepts credit cards over the counter at four (4) locations utilizing its city -wide cashiering system, System Innovators iNovah. The City also accepts credit card payments via the City's website for water utility, business license tax, dog licensing, and limited types of building permits. The City also accepts credit cards at its parking meters. The City desires that the Bank chosen for banking services will have a close working relationship and working history with one or more of the City's merchant services providers if the bank itself does not offer the services under a subsidiary or affiliate. a. How is the applicable interchange fee determined for each transaction? What does the Bank recommend to minimize interchange fees? City of Santa Ana — Banking Services Page 15 55E -49 b. When and how are the discount rate and other fees charged to the City? Can this fee be paid (in whole or part) through Account Analysis? c. Describe the Bank's position on allowing service /convenience fees to be added to credit card transactions. d. Describe your reporting methodology and how adjustments and chargebacks are handled. Are chargebacks and other debit adjustments netted from daily proceeds or debited separately? What is the rebuttal process? e. Is the Bankcard relationship managed by a separate unit of the Bank, or by the Account Relationship Manager? Please briefly describe the structure of this area. 4. Corporate Credit / Purchase Cards - The City currently has from 8 to 10 corporate credit cards issued to select employees and averages approximately $500,000 in card transactions annually. a. Can the Bank provide the City with corporate / purchase credit cards? L What is the prevailing interest rate? ii. Is there a rebate program for early payment? iii. Is a 25 day grace period available on a non - premium basis? b. Does the Bank provide consolidated and individual monthly billing for all corporate cardholder's accounts? Please describe and provide a sample billing. Is this billing available on -line and is there an online monitoring tool? c. Please describe and provide details for the corporate / purchase credit card administration? U. Additional and Other Services. The Bank is encouraged to list additional services and the costs for those services that are customarily provided to governmental entities. In your Bank's proposal, describe alternate approaches to the requested services where feasible or additional services offered or recommended, which may not be specifically requested but of benefit to the City. Discuss any creative pricing or payment options the Bank can provide. IV. TIME OF PERFORMANCE The services described herein shall be provided for a three (3) year term beginning from the commencement of depository banking services (which shall begin not sooner than January 1, 2017 and not later than July 1, 2017 depending on replacement of the current banking services provider) with an option exercisable by the City for an additional two one 1 year extensions, unless either party provides written notice of its intention not to renew (120) days prior to the end of the then current term. All terms and conditions of the Agreement shall remain effective during any additional renewal term. City of Santa Ana — Banking Services Page 16 55E -50 V. COST OF PROVIDING SERVICES (Fees) A. Proposals shall indicate all fees that would be charged to the City. Pricing submissions will be required to use the City's format to be considered in the selection process. A mandatory "COST /BID PROPOSAL FORM" along with supplemental attachments is included as part of this RFP to assist you in detailing the fees charged by your bank and to provide you an estimate of the volume of the City's banking activities. Any proposal submitted with merely the Proposer's standard fee schedule attached, as a response to the requested pricing of specified services, will be considered incomplete. The completed COST /BID PROPOSAL FORM and supplemental attachments will become an exhibit to the final contract for the selected bidder. B. The City has historically recouped the costs of banking services primarily with compensating balances and desires to settle Account Analysis deficiencies annually. 1. Can the City utilize compensating balances to cover or offset hard dollar fees in whole or in part? Are there price differences related to the methods of payment? Describe any policies or limitations related to the compensating balance method. Describe the Bank's calculation of collected balances, and calculation of charges for funds advanced. Also describe the methodology that would be used to give credit to the City for Bank balances. 2. Provide the Bank's Earnings Credit Rate (ECR) and how it is calculated and applied. Is it tied to an index? If so, which one? 3. List the Bank's actual ECR for the past twelve months. 4. Explain in detail how and when you charge the FDIC assessment. S. What account analysis settlement periods are offered? (i.e. Monthly, Quarterly, Semi - annually, Annually)? 6. Are Account Analysis reports available on -line? How many days after month -end are the Bank analysis statements available? 7. If the City develops a need for additional accounts or services during the life of the depository agreement will the new accounts or services be provided with the same conditions as apply to the existing accounts at the time? S. Describe any charges for overdrafts and /or negative collected balances. Explain how the charge is computed. 9. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? 10. Detail what charges can be included on the account analysis statement. City of Santa Ana — Banking Services Page 17 55E -51 11. Provide the following formulas: a. Daylight Overdraft b. Overnight Overdraft c. FDIC Insurance d. Service Charge Credit C. Once the contract has been awarded, the Bank will not be permitted to charge the City for any fees not listed on the Cost /Bid Form, The only exceptions to this limitation will be if the City specifically requests additional services not identified in the RFP or in Bank's proposal. The fees for new services will be negotiated and added to the contract as an amendment or through a change order process. However, if a regulatory agency imposes a fee to the Bank which is passed through to all Bank customers then all such fees shall be accommodated. D. It is understood that the dollar amounts and quantities specified hereafter are estimates based upon past experiences. However, the actual number of transactions will vary, and the City makes no guarantees regarding minimum or maximum volumes. The Bank should specify the variance allowed from the estimates without changing the bid amount. E. The City reserves the right to retain all proposals and prices shall remain firm for a period of at least one hundred and twenty (120) days for examination and comparison. The City reserves the right to waive non - substantial irregularities in any proposal, to reject any or all proposals, and to reject one service category of a proposal and accept another, except to the extent that proposals are qualified by specific limitations by the proposer. F. Proposers are encouraged to propose alternatives to the listed requirements that will reduce cost and enhance service. The City will evaluate these alternatives on an individual basis. Alternative services should be listed separately on the Cost /Bid Form. All services listed must be priced even though an alternative service has been proposed. G. Any successful proposer shall be required to post collateral and comply with depository regulations in accordance with the California Government Code, City of Santa Ana Charter and Municipal Code, and other applicable state and federal laws. VI. PROPOSAL FORMAT — DATA REQUIRED The content and sequence of the information contained in each copy of the proposal shall be as follows (see also Attachment 11 - Data Required): A. Letter of Transmittal Include your bank's understanding of the work to be performed. Additionally, state why your bank believes it is the best qualified to perform the services requested. Include the Management Contact (Representative authorized to sign an agreement for your financial banking institution) and the Project Manager (person responsible for the day -to -day management of the project). B. Table of Contents Include a clear identification of the material by section and by page number. City of Santa Ana — Banking Services Page 18 55E -52 C. Financial Banking Institution Profile Bank Overview - General overview of Bank, customer service philosophy. Describe how you measure and evaluate the quality of your services. 1. Provide the number of years of operation and a detailed description of the legal relationship between the local offices /affiliates and the home office or parent. 2. Provide Bank's curent long -term debt rating (Moody's /S &P /Fitch) and current capitalization (defined as combined capital, less borrowed capital and surplus). 3. Provide a report /statement indicating system downtime for the past year, including how many hours and types of services that were affected. How were these problems communicated to the clients? 4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. S. Decribe any short -term plans to enhance services that may improve the City's banking and cash management efficiency. Relationship Management - This section of the proposal must include a fully - completed copy of the Summary Sheet included with this RFP (Attachment 4). 1. Provide names, titles, telephone numbers, fax numbers, and e-mail addresses, and provide brief biographies of Bank relationship management personnel. Identify primary and secondary representatives assigned to the City's accounts. Describe what each person's role and responsibilites will be. 2. Provide resumes of the Management Contact with the City and the Project Manager. 3. Describe how the Bank plans to handle problem resolution, customer service, day -to- day contact, and ongoing maintenance for the City of Santa Ana. Describe the Bank's organizational structure as it relates to governmental clients and any other information that will be helpful in understanding the Bank's internal relationships. D. Allocation of Resources Provide a conceptual plan for services to the City that your Bank believes are appropriate for the City. Indicate features, skills and /or services which distinguish your firm and make it the better choice for the City. Indicate how the resources of your Bank (e.g., number and type of personnel allocated by hours) will be allotted for this project. Submittal of a project schedule is required as part of the Allocation of Resources. E. Bank Compensation (Fees) Submit your Bank's pricing proposal indicating all fees that would be charged to the City. Fee proposals must be submitted using the City's format to be considered in the selection process. A mandatory °COST /BID PROPOSAL FORM" is shown in Attachment 6, 6A & 6B. City of Santa Ana — Banking Services Page 19 55E -53 F. Scope of Work and Time of Performance Proposals must address all items set forth in Section III "Scope of Work and Time of Performance." Additional information that your firm wishes to include must be clearly identified. The items must be addressed in the order in which they appear in Section III of this RFP. G. Client References Each firm must include the following references: 1. Complete Client Reference Form (Attachment 5) listing five (5) client references. 2. List similar services performed for all similar organizations /entities in the last five years and when performed. Please include names of organizations, and names and telephone numbers of persons who can be contacted with regard to the services your Bank has provided. 3. List all public agencies for which Agreements were terminated in the last three years. Please include names of organizations, and names and telephone numbers of persons who can be contacted. Bank must provide a brief explanation of the reason(s) for termination(s). H. Certification of Proposals Return a copy of the entire completed certification properly executed as provided for in Proposer's Certification Form (Attachment 7). VII. COST /BID PROPOSAL FORM Proposers shall indicate all fees that would be charged to the City. Pricing submissions will be required to use the City's format to be considered in the selection process. A "COST /BID PROPOSAL FORM" is shown in Attachment 6 along with Mandatory Attachments 6A & 6B to assist you in detailing the fees charged by your institution and to provide you an estimate of the volume of the City's banking activities. Any proposal submitted with merely the Proposer's standard fee schedule attached, as a response to the requested pricing of specified services, will be considered incomplete. The completed COST /BID PROPOSAL FORM along with Attachments 6A & 6B will become an exhibit to the final contract for the selected bidder. Vlll. CERTIFICATION OF PROPOSAL Return a copy of the entire completed certification properly executed as provided for in Proposer's Certification Form (Attachment 7). IX. PROPOSAL SUBMITTAL REQUIREMENTS Firms interested in submitting proposals for this service should respond to this RFP by submitting in writing a proposal providing all the information requested below. The RFP will be considered complete only if all the information listed below in this section is included in the submittal: City of Santa Ana — Banking Services Page 20 55E -54 Proposal Submittal Requirements - • Six (6) bound copies of the submittal • Flash Drive with MS Word docx formatted documents and Adobe v. 10 compatible PDFs containing the following: • Proposer's Cover Sheet (Attachment 1) • Proposer's Signature Sheet (Attachment 2) • Company Information Form (Attachment 3) • Summary Sheet (Attachment 4) • Five (5) Client Reference Forms (Attachment 5) • Cost /Bid Proposal Forms (Attachments 6, 6A & 6B) - [Include Completed City Of Santa Ana Annual Bank Analysis Statistics (12 Month Totals Ending July 20151 Spreadsheet in MS Excel xlsx format)] • Proposer's Certification Form (Attachment 7) Proposals shall be submitted no later than 5:00 p.m. on October 14, 2016 to: City of Santa Ana Finance & Management Services Agency Purchasing Division 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods, Buyer RE: Banking Services - RFP # 16 -111 Submittals delivered verbally or via electronic means, such as facsimile and e-mail are not allowed, and will not be considered in this Process. X. INSURANCE REQUIREMENTS The selected firm will need to provide insurance certificate(s) for Commercial Liability, Automotive Liability, Workers' Compensation and Employer's Liability, and Professional Liability insurance for this project. Endorsement(s) signed by an authorized representative of the insurance carrier will also be needed for Commercial General Liability and Automotive Liability insurance, with language included in the endorsement(s) that the City, its officials, employees and volunteers shall be covered as additionally insured. XI. ADDENDA AND SUPPLEMENTS TO REQUEST FOR PROPOSAL The City of Santa Ana reserves the right to cancel, postpone, extend or revise this RFP or the RFP process at any time. If it becomes necessary to revise any part of this RFP, an Addendum to the RFP will be provided on the City's Bid Opportunity (Planet Bids) portal at htti)://www.planetbids.com/portal/l)ortal.cfm?CompanVID=20137. City of Santa Ana — Banking Services Page 21 55E -55 XII. MISCELLANEOUS All materials submitted which have not been clearly designated as proprietary information become the property of the City and may be returned only at the City's option. Proposals submitted become the property of the City and may be reviewed and evaluated by any persons at the discretion of the City. City of Santa Ana — Banking Services Page 22 55E -56 ATTACHMENT PROPOSER'S COVER SHEET For BANKING SERVICES REQUEST FOR PROPOSAL (RFP #16 -111) CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY TREASURY AND CUSTOMER SERVIES DIVISION * *dnformation Must Be Received Prior to 5 :00 p.m. Pacific Standard Time on October 14, 2016 Submit Proposal Information To: City of Santa Ana Finance & Management Services Agency Purchasing Division RFP #16-22 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods NAME AND ADDRESS OF FINANCIAL BANKING INSTITUTION SUBMITTING THIS INFORMATION. Name of Financial Banking Institution Contact Person: Title: Address: Phone Number: (Direct) (Cell) FAX: Email: City of Santa Ana — Banking Services Page 23 55E -57 ATTACHMENT 2 PROPOSER'S SIGNATURE SHEET - RFP No. 16 -111 All Proposers must complete and sign this section. Failure to complete and sign this section will result in rejection of this submission. Name of Proposer: Address: Telephone: Type of Business: Fax: Email [ ] Corporation [ ] Limited Liability Company [ ] Partnership [ ] Co- Partnership (attach Co- Partnership Agreement) [ ] Individual doing business under own name [ ] Individual doing business using a firm name [ ] Joint Venture (attach Joint Venture Agreement) [ ] Other (describe) Tax I.D. Numbers - Federal To the City of Santa Ana: State The undersigned, as Proposer, certifies that the only persons or parties interested in this submission as principals are those named herein as Proposer; that this submission is made without collusion with any other person, firm or corporation; that the Proposer has examined all terms, conditions, and requirements set forth in the Request for Proposals; that the Proposer agrees that if this submission is accepted, the Proposer will execute and fully perform the Agreement for which submissions are called; that the Proposer will perform all the work and /or furnish all the materials specified in the Agreement, in the manner and time therein prescribed, and according to the requirements as therein set forth; and that the Proposer will take in full payments therefore, the prices set forth in the attached schedule. Please Print Name and Title Signature Address (if different from above): City of Santa Ana — Banking Services Page 24 55E -58 COMPANY INFORMATION - RFP No. 16 -111 COMPANY ATTACHMENT The Proposer will provide a profile of its organization. The Proposer may attach any additional literature and product brochures. At a minimum the Proposer shall provide the following information: 1. Year established: 2. Business Organization Name: 3. Parent Company: 4. Subsidiary Offering Service(s): 5, Office Locations: 6. Serving Office for this Project: 7. Services Available: 8. Total Number of Employees: 9. Product and Service History: 10. Number of Employees Focused on the Service Offering(s): 11. Number of Currently Active Signed Client Agreements: City of Santa Ana — Banking Services Page 25 55E -59 ATTACHMENT 4 SUMMARY SHEET - RFP No. 16 -111 Firm Name: Firm Parent or Ownership: Firm Address: Firm Telephone Number: Firm Fax Numbe Number of Years in Existence: Management Contact (person responsible for direct contact with the City of Santa Ana and services required for this RFP): Name: Telephone Number: Fax: Email: Title: Project Manager (Person responsible for day -to -day servicing of the account): Name: Telephone Number: Fax: Email: Title: City of Santa Ana — Banking Services Page 26 55E -60 ATTACHMENTS CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. FINANCIAL BANKING INSTITUTION INFORMATION Name Contact Name: Name of Organization: Address: Agreement Manager: _ Service Dates: Email: CLIENT INFORMATION Summary of Work Organization Engaged In: Term of Agreement Phone: Email: Number of Client Staff Engaged: Number of Location TYPES OF SERVICES PROVIDED Indicate services that were provided: City of Santa Ana — Banking Services Page 27 55E -61 PROPOSER'S NAME: COST /BID PROPOSAL FORM - RFP No. 16 -111 Banking Services - Cost /Bid Proposal Complete Attachments 6A & 6B ARVA Y i f C ,• ATTACHMENT rIY � • � • • It s w3.. i • ^ F • The Work is to be done in strict conformity with the Agreement Documents on file in the Finance & Management Services Agency, Treasury & Customer Service Division, for the following sum: � M P k h • 4 �. • FY'Y Y �,( •••.. mood • •1' aimikyj FIX ,L.[� YF� I• '. i L •., YI I ,k I f �! i i �. Month Ending July 2016) Spreadsheet.] `. F 1 >. 1 .. k % .;v ., I., -`b • ^Y ei � ii1 .. I.Y'.... Cost/Bid Proposal Statement addressing variable pricing factors and terms for requested or proposed ancillary services, etc. If awarded the Agreement, the undersigned agrees to sign said Agreement and furnish the necessary surety bonds and insurance certificates within thirty (30) days after receipt of the notice of award of Agreement, and to begin work when directed by the City. It is understood that this Cost /Bid Proposal is based upon completion of work commencing on the date set forth in the Agreement issued by the City to the Proposer. In determining the amount bid by each bidder, the City shall disregard mathematical errors in addition, subtraction, multiplication, and division that appear obvious on the face of the Proposal. When such a mathematical error appears on the face of the Proposal, the City shall have the right to correct such error and to compute the total amount bid by said bidder on the basis of the corrected figure or figures. When an item price is required to be set forth in the Proposal, and the total for the item set forth separately does not agree with a figure which is derived by multiplying the item price times the Project Coordinators' estimate of the quantity of work to be performed for said item, the item price shall prevail over the sum set forth as the total for the item unless, in the sole discretion of the City City of Santa Ana - Banking Services Page 28 55E -62 such a procedure would be inconsistent with the policy of the bidding procedure. The total paid for each such item of work shall be based upon the item price and not the total price. Should the Proposal contain only total price for the item and the item price is omitted, the City shall determine the item price by dividing the total price for the item by the Project Coordinator's estimate of the estimated quantities of work to be performed as items of work. The undersigned has checked carefully all of the foregoing figures and understands that the City of Santa Ana will not be responsible for any errors or omissions on the part of the undersigned in making up this Cost /Bid Proposal. If the bidder is a corporation, the Cost /Bid Proposal must be executed in the name of the corporation and must be signed by a duly authorized officer of the corporation. If the bidder is a limited liability company, the Cost /Bid Proposal must be executed in the name of the company and must be signed by a duly authorized managing member of the company. If the bidder is a partnership or co- partnership, the Cost /Bid Proposal must be executed in the name of the partnership / co- partnership and one of the partners / co- partners must subscribe their signature thereto as the authorized representative of the partnership or co- partnership. If the bidder is a joint venture, the Cost /Bid Proposal must be executed in the name of the joint venture and must be signed by a duly authorized representative of the joint venture. PROPOSER: Signature Print Name Address Telephone Fax Tax ID Numbers - Federal Title City Email State City of Santa Ana Business License Tax Certificate Number Date State _ Zip [Business License Tax Certificate No. must be provided prior to final issuance of Banking Services Agreement] City of Santa Ana — Banking Services Page 29 55E -63 ATTACHMENT 6A RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 MONTH TOTALS ENDING JULY 2016) PRODUCT LINE AND DESCRIPTION SERVICE VOLUME UNIT$) PRODUCT LINE AND DESCRIPTION SERVICE VOLUME CASH CONCENTRATION MAINTMASTER CODE 12 PRICE BRANCH ORDER CURRENCY STRAP CODE 166 PRICE ($) ACCOUNT SERVICES BANKING CENTER SERVICES ACCOUNT MAINTENANCE 010000 52 BRANCH CREDITS POSTED 100000 470 CASH CONCENTRATION MAINTMASTER 010020 12 BRANCH ORDER CURRENCY STRAP 10004A 166 CASH CONCENTRATION MAINT SUB 010021 12 BRANCH ORDER PROCESSED 100040 43 DEBIT - POSTED ELECTRONIC 010100 3,692 BRANCH DEPOSIT ADJUSTMENT 100500 1 CREDIT POSTED- ELECTRONIC 010101 5,943 DEPOSITORY SERVICES STATEMENT CYCLES 010307 24 DELUXE 3RD PARTY PRINT SVCS STATEMENT CYCLES - ENHANCED 010307 24 CD ROM MAINTENANCE CREDITS POSTED 010101 1,980 IMAGE STORAGE PER ITEM ACCOUNT STATEMENT PAPER 010310 4 FULL RECONCILEMENT- MAINT ICL DEPOSIT STANDARD 100200 399 PWS CHECK INQUIRY MAINTENANCE POST NO CHECKS MAINTENANCE 150022: 16 FULL RECONCILEMENT- PER ITEM ICL DEPOSIT EARLY 100200 1,148 DATA DOWNLOAD VAULT SERVICES CHECK DEPOSITED -ON US 100220 3,070 200210 CHECK DEPOSITED - TRANSIT 100224 18,480 200306 VAULT DEPOSIT 100100 1,982 200301 RETURN ITEM 100400 445 VAULT DEPOSIT ROLLED COIN 100110 6 RETURN DETAIL REPORTING 100411 445 VAULT DEP PARTIAL OR MIXED BAG 100111 4,038 RETURN - EMAIL NOTIFICATION 100419 535 VAULT DEPOSIT STD COIN BAG 100113 19 IMAGE GROUP ONE 999999 69,562 VAULT DEP NON STD STRAP - NOTE 100114 170,853 ON -US STANDARD 999999 2,112 VAULT DEPOSIT STD STRAP - NOTE 100115 98,100 IRD PERIOD ONE 999999 2 VAULT ORDER CURRENCY STD STRAP 10014A 204 FILE TRANSMISSION REC.- VPN 999999 1,547 VAULT STANDARD ORDERS 100141 37 IMAGE GROUP TWO 999999 25,422 VAULT ORDER - COIN ROLL BOX 100146 1,800 IMAGE GROUP TWO - TIER 2 999999 11,172 VAULT ORDER CURR NON STD STRAP 100148 1,830 ON US PREMIUM 999999 21,209 VAULT DEPOSIT ADJUSTMENT 100501 94 IMAGE GROUP ONE - PERIOD TWO 999999 40,792 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 8 IMAGE QUALITY SUSPECT ITEMS 999999 163 VAULT ORDER SUPPLIES 1008ZZ 2 NON - CONFORMING IMAGE ITEMS 999999 199 DISBURSEMENT SERVICES IL \RQJI CHECK/ DEBIT POSTED 010100 18,878 POSITIVE PAY MAINTENANCE 150030 24 STOP PAYMENT - ELECTRONIC 150410 125 EXCEPTION ITEM 150300 36 CHECK CASHING NON -ACCT HOLDER 150501 105 CHECK EXCEPTION RETURN 150320 6 STOP PAYMENT AUTOMATIC RENEWAL 150510 249 IMAGE CAPTURE PER ITEM 151351 21,877 PWS EXCEPTION NOTIF -ACCT 150721 24 CD ROM 151353 12 DELUXE 3RD PARTY PRINT SVCS 150810 1 CD ROM MAINTENANCE 151353 12 IMAGE STORAGE PER ITEM 151300 21,877 FULL RECONCILEMENT- MAINT 200010 24 PWS CHECK INQUIRY MAINTENANCE 151710 24 FULL RECONCILEMENT- PER ITEM 200110 18,878 DATA DOWNLOAD 200201 36 DATA ENTRY - MANUAL 200210 27 PWS RECON REPORT /STMT MAINT 200306 24 OUTPUT FILE 200301 262 6A Extended Unit Price Subtotal 1 $ 6A Extended Unit Price Subtotal 2 $ City of Santa Ana — Banking Services Page 30 55E -64 ATTACHMENT 6B RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 MONTH TOTALS ENDING JULY 2016) 'AI h ill 'IFA d d.YW n inane ro nuevvo evovircc ELOCKBOX MAINTENANCE AFP 12 ELECTRONIC FED DEBIT S/T AFP 173 PRODUCT LINE AND DESCRIPTION SERVICE CODE VOLUME UNIT PRODUCT LINE AND DESCRIPTION SERVICE VOLUME U]($) ELOCKBOX TRANSACTION REFORMAT 050311 36,006 PRICE ($) FED CREDIT S/T CODE 194 PRIC 'AI h ill 'IFA d d.YW n inane ro nuevvo evovircc ELOCKBOX MAINTENANCE 050030 12 ELECTRONIC FED DEBIT S/T 350104 173 ELOCKBOX TRANSACTION RECEIVED 050300 36,006 ELECTRONIC BOOK DEBIT S/T 350124 20 ELOCKBOX TRANSACTION REFORMAT 050311 36,006 FED CREDIT S/T 350300 194 TRANS REVIEW MAINTENANCE 250000 22 BOOK CREDIT 350320 4 ACH MAINTENANCE 250000 12 FW SURCHARGE $10 MILLION+ D/C 350531 8 ACH MAINTENANCE 250000 59 REPETITIVE INSTRUCTION STOR 350551 52 DEBIT ORIGINATED - SYSTEM 250100 212 ONLINE ACCOUNT MAINTENANCE CREDIT ORIGINATED - SYSTEM 250101 47,387 ADDENDA RECORD ORIGINATED 250120 354 CLIENT MAINTENANCE 409999 12 DEBIT RECEIVED 250200 3,220 ACCOUNT MAINTENANCE 409999 52 CREDIT RECEIVED 250201 5,690 TRANS REPORTED -45 DAY 409999 33,490 RETURN ITEM 250302 40 EXTENDED TRANSACTION DETAIL 409999 99,738 ELOCKBOX RETURN - ELECTRONIC 250302 28 PREMIUM ASSESSMENT FEE RETURN NOTIFICATION - ONLINE 250400 39 NOTIF OF CHANGE - ONLINE 250400 38 PREMIUM ASSESSMENT FEE 000230 254,344,230 DEBIT BLOCK MAINTENANCE 251050 26 ACH ADA AUTHORIZED ID 251051 245 NOTIFICATION OF CHANGE 251070 39 ELOCKBOX FILE PROCESSING 259925 250 6B Extended Unit Price Subtotal 3 $ 6B Extended Unit Price Subtotal 4 $ Compute Combined Extended Unit Price Total 6A Extended Unit Price Subtotal 1 $ 6A Extended Unit Price Subtotal 2 $ 6B Extended Unit Price Subtotal 3 $ 6B Extended Unit Price Subtotal 4 $ Combined Extended Unit Price Total $ City of Santa Ana — Banking Services Page 31 55E -65 ATTACHMENT 7 PROPOSER'S CERTIFICATION FORM CERTIFICATION OF RESPONSE TO REQUEST FOR PROPOSALS TO THE CITY OF SANTA ANA RFP No. 16 -111 1. The undersigned hereby submits its Response to Request for Proposals quotation and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposals (RFP), dated September 1, 2016, and to be bound by the terms and conditions of the RFP and any subsequent Addenda to said RFP. 2. This firm has carefully reviewed its response and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them. 3. It is understood and agreed that the City reserves the right to accept or reject any or all responses and to waive any informality or irregularity in any quotation received by the City. 4. The response includes all of the commentary, figures and data required by the Request for Proposal, dated September 1, 2016, together with any Addenda subsequently issued thereto. 5. This firm has carefully read and fully understands all of the items contained in the Proposal Schedule (Attachment 8). This firm agrees to all of the general requirements except for those disclosed by the firm in its Response to Request for Proposals quotation(s) - RFP No. 16 -111. 6. The quotations shown on this firm's Cost /Bid Proposal Form(s) (Attachments 6, 6A & 6B) shall be valid for 120 days from October 14, 2016. Name of Firm: Bv: (Authorized Signature) Type Name: Title: Date: City of Santa Ana — Banking Services Page 32 55E -66 ATTACHMENT 8 PROPOSAL SCHEDULE - RFP No. 16 -111 Responses to the Request for Proposals will be accepted until October 14. 2016 at 5:00 p.m. Oral presentation interviews / demonstrations are scheduled (as required) for (To Be Determined). Subsequently, negotiations are expected to be completed by November 7, 2016. The City intends to award a three (3) year agreement (with two one 1 year options to renew) to the bidder(s) selected as the most responsible and whose response adheres to the RFP and meets the City's requirements by December 6, 2016 *. * The City expects, but does not guarantee, that the decision on selection of a firm will be made by the City on the date indicated above. PROCEDURE FOR SUBMITTING PROJECT PROPOSALS All notifications, updates and addenda will be posted on the City's current RFP Bid webpage at http: / /santa- ana.org /bids- rfps /. 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. Proposals must be mailed, delivered by hand, or couriered to City Hall no later than 5:00 p.m. on the date indicated above. Proposals received after 5:00 p.m. on the date indicated above will be rejected, regardless of the date of their postmarks. It is the responsibility of the Proposer to ensure that any proposals submitted shall have sufficient time to be received by the City prior to the proposal due date and time. ONLY SEALED RFP RESPONSES ARE ACCEPTABLE DO NOT FAX RFP RESPONSES / DO NOT E -MAIL RFP RESPONSES Financial Banking Institutions electing to submit a response to this RFP must prepare and submit an exhaustive response to all requested information. By submitting a proposal, the Financial Banking Institution understands and agrees that the City of Santa Ana has the right to withhold all information regarding this procurement, including but not limited to: (1) the number of proposals received, (2) competitive technical information, (3) competing price information; and (4) City of Santa Ana evaluation concerns regarding competing proposals, until after the agreement is awarded. City of Santa Ana — Banking Services Page 33 55E -67 Upon receipt of offerings by the City of Santa Ana, each responding Financial Banking Institution shall be presumed to be thoroughly familiar with all requirements of this offering. The failure or omission to examine any form, instrument or document shall in no way relieve financial banking institution from any obligation with respect to its offering. Modifications to the RFP 1. Changes to this RFP shall be made only by formal written amendment(s) issued by the City of Santa Ana which shall be labeled "Addenda "and which shall be numbered sequentially and dated. 2. Any and all addenda issued by the City shall be considered a part of the specifications submitted to the Financial Banking Institution for preparation of their proposals and should be addressed by the Financial Banking Institution in its response. Cost of Preparation of Offering This RFP does not commit the City to pay costs incurred in preparation of a response. All costs incurred in the preparation of the proposal, the submission of additional information, negotiations with City, and /or any other aspect of a proposal prior to award of a written agreement will be borne by the Proposer. 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 informality or technical defect in the proposal. Confidentiality of Documents All documents submitted as part of the Financial Banking Institution's offering will be deemed confidential during the evaluation process. Financial Banking Institution offerings will not be available for review by anyone other than the assigned evaluators. Subsequent to the awarding of the agreement, all offerings become public documents and are available for public viewing upon written request. Notification of Withdrawal of Proposal Proposals may be modified or withdrawn prior to the date and time specified for proposal submission by an authorized representative of the Financial Banking Institution by formal written notice. Proposals submitted will become the property of the City after the proposal submission deadline. City of Santa Ana — Banking Services Page 34 55E -68 Contractual Obligations The City of Santa Ana will require certain contractual obligations, regardless of any agreements between the Financial Banking Institution and the City of Santa Ana. These terms will include, but are not limited to: 1. Requirements to Meet All Provisions - Each Financial Banking Institution submitting an offer shall meet all the terms and conditions of the RFP. By virtue of its offering submittal, the Financial Banking Institution acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Inclusion of Offering - The offering submitted in response to this RFP will be required to be included as part of the final agreement with the selected Financial Banking Institution. 3. Accountability - The selected Financial Banking Institution will be required to provide status meetings and submit status reports covering such items as progress of work being performed, milestones attained, resources expended, problems encountered and corrective action taken. 4. Costs - All costs must be detailed specifically in the project cost planning section of the offering; no additional charges (i.e., for transportation, out -of- pocket expenses, etc.) will be allowed unless so specified in the offering. 5. Ability to Perform - The selected Financial Banking Institution warrants that it possesses, or has arranged through subcontractors, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, City, and special district laws, ordinances, and regulations. 6. Laws to be Observed - The selected Financial Banking Institution shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and City of Santa Ana ordinances, regulations, and adopted codes during its performance of the work. 7. Payment of Taxes - The offering costs shall include full compensation for all taxes which the selected Financial Banking Institution is required to pay, including City business license taxes (as may be applicable). City of Santa Ana — Banking Services 55E -69 Page 35 H. Permits and Licenses - The selected Financial Banking Institution shall procure all permits and licenses, pay all charges, fees, and taxes, and give all necessary notices. 9. Selection - The final award of an agreement or agreements is subject to approval by the elected officials governing the awarding body. 10. Subcontractors - The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractors shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). If the City approves, the primary Financial Banking Institution will be responsible for subcontractors and the City shall assume no liability of such subcontractors. 11. Rules for Proposals - The signer of the RFP must declare in writing that the only person, persons, company, or parties interested in the proposal as principals are named therein; the signer must also declare in writing that the proposal is made without colluding with any other person, persons, company, or parties submitting a proposal; lastly, the signer must declare in writing that it is in all respects fair and in good faith without collusion or fraud, and that the signer of the proposal has full authority to bind the proposer. 12. Payment Schedules - The City of Santa Ana and the selected Financial Banking Institution will negotiate the payment schedule(s) based on defined and measurable milestones and deliverables. Under no circumstances will payments be made in advance of work performed. 13. Project completion Holdback — Where the City of Santa Ana and the selected Financial Banking Institution negotiate for the future completion and delivery of a specified project /response item, the City will require a 10% holdback of Agreement monies until project /response item completion, delivery, and project approval. City of Santa Ana — Banking Services Page 36 55E -70 Errors and Omissions The Financial Banking Institutions shall notify the City, and not be allowed to take advantage of any obvious errors and /or omissions within this offering or the Financial Banking Institution's response. Rights to Pertinent Materials All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the Financial Banking Institution that are submitted as part of the proposal shall become the property of the City upon receipt. Government Code Sections 6250 et. Seq., the "Public Records Act" defines public records as any writing containing information relating to the conduct of the public's business. The Public Records Act provides that public records shall be disclosed upon written request, and that any citizen has a right to inspect any public record, unless the document is exempted from the disclosure requirements. The City cannot assure that any information submitted in response to the RFP will be confidential. If the City receives a request for any document submitted in response to this RFP, it will not assert any privileges that may exist on behalf of the person or business submitting the proposal. It is the responsibility of the person or business entity submitting the proposal to assert any applicable privileges or reasons why the document should not be produced. News Releases / Publications News releases or publications by any selected Financial Banking Institution or any permitted subcontractors and all other related information (i.e., recommendations, etc.) pertaining to this engagement shall not be made available to anyone without prior approval by the City. Right to Reject Offerings The City of Santa Ana reserves the right to reject any and all offerings or any part of any offering, to waive minor defects or technicalities, or to solicit new offerings on the same project or on a modified project, which may include portions of the originally proposed project as the City may deem necessary in its interest. The City reserves the right to reject any or all proposals submitted and no assurance is made hereby that any Agreement will be awarded pursuant to this RFP. The City reserves the right to waive minor inconsistencies in submitted proposals. City of Santa Ana — Banking Services Page 37 55E -71 Protests Proposers may file a "protest" to a Request for Proposal (RFP) with the City's Purchasing Department. In order for a protest to be considered valid it 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 RFP Results /Notice of Intent to Award Agreement 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 or designee will provide a written decision to the protestor within ten (10) business days from receipt of protest. The decision of the Purchasing Manager, or designee, is final and no further appeals will be considered. City of Santa Ana — Banking Services Page 38 55E -72 ATTACHMENT 9 PROPOSAL EVALUATIONS - RFP No. 16 -111 Evaluations An evaluation team composed of representatives from pertinent agencies /departments of the City of Santa Ana will evaluate proposals on a variety of qualitative and quantitative criteria. The selected proposal (or proposals) will be one(s) that provide the most effective approach that best meets the City's requirements. The lowest price proposal(s) will not necessarily be selected. Selected Financial Banking Institution may be invited to interviews and to make oral presentations /demonstrations to City representatives. The Financial Banking Institution representative(s) attending the interview /oral presentation shall be technically qualified to respond to questions related to the proposed assessment and work plan. During the interview process, non - binding price proposals and costing data can be discussed. Once these interviews and discussions are completed, including the non - binding estimates of cost, the team will finalize the rankings. The evaluation criteria of the proposals will include, but are not limited to the following aspects: 1. Financial Banking Institution Qualifications 2. Financial Banking Institution (Team) Experience 3. Client References 4. Proposed Scope of Services and Time of Performance 5. Cost of Providing Service Each proposal will be carefully reviewed by the evaluation team based on these criteria. A score will be assigned to each proposal based on a scale of 100 - see sample Proposal Rating Form (Attachment 10). The City reserves full discretion to determine the competence and responsibility, professionalism, technical expertise, and /or financial position of proposers. Proposers will provide, in a timely manner, any and all information which the City deems necessary to make such a decision. City of Santa Ana — Banking Services Page 39 55E -73 Negotiations for a binding estimate of cost structure will begin with the recommended top - ranked firm(s). If an Agreement acceptable to the City cannot be negotiated at a price considered fair and reasonable, negotiations shall be terminated with the top- ranked firm(s) and negotiation will then proceed with the next highest ranked firm(s) until an Agreement is reached. The evaluation team will conduct all subsequent negotiations and will make a recommendation to the City. Exceptions to the RFP The format of the RFP must be followed and all requested information must be submitted as indicated for continued consideration. However, the City of Santa Ana is receptive to any additional information and /or suggestions pertaining to the required services and additional related capabilities of the proposer. Exceptions raised during Agreement negotiations that have not been previously declared in the proposal may be grounds for disqualification as deemed appropriate by the City of Santa Ana. Other General Conditions • Unavailability of Funds - If funds are not available to the City of Santa Ana, this award will be postponed, canceled, or phased. The City makes no guarantee by release of this RFP that any offering will be selected and /or funded. • Notice to Proceed - A Notice to Proceed will be issued after the City receives the fully executed Agreement. City of Santa Ana — Banking Services Page 40 55E -74 (SAMPLE) PROPOSAL RATING FORM - RFP No. 16 -111 Proposer(s): Selection Committee Member: Name Member's Signature Date of Rating Review: Banking Services Title ATTACHMENT I0 Proposal Criteria Available Points Score 1. Financial Banking Institution Qualifications 20 2. Financial Banking Institution (Team) Experience 20 3. Client References 10 4. Proposed Scope of Services and Time of Performance 30 S. Cost of Providing Service 20 Total 100 City of Santa Ana — Banking Services Page 41 55E -75 ATTACHMENT II DATA REQUIRED - RFP No. 16 -111 The Response to the City of Santa Ana's Request for Proposal The content and sequence of the information contained in each copy of the proposal shall be as follows: A. Letter of Transmittal Include your Bank's understanding of the work to be performed. Additionally, state why your Bank believes it is the best qualified to perform the services requested. Include the Management Contact (Representative authorized to sign an agreement for your bank) and the Project Manager (person responsible for the day -to -day management of the project). B. Table of Contents Include a clear identification of the material by section and by page number. C. Financial Banking Institution Profile Bank Overview - General overview of Bank, customer service philosophy: Describe how you measure and evaluate the quality of your services. 1. Provide the number of years of operation and a detailed description of the legal relationship between the local offices /affiliates and the home office or parent. 2. Provide the Bank's current long -term debt rating (Mood y's /S &P /Fitch) and current capitalization (defined as combined capital, exclusive of borrowed capital and surplus). 3. Provide a report /statement indicating system downtime for the past year, including how many hours and types of services that were affected. How were these problems communicated to the clients? 4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. 5. Describe any short -term plans to enhance services that may improve the City's banking and cash management efficiency. City of Santa Ana — Banking Services Page 42 55E -76 Relationship Management: This section of the proposal must include a fully - completed copy of the Summary Sheet included with this RFP (Attachment 4). 1. Provide names, titles, telephone numbers, fax numbers, and e-mail addresses, and provide brief biographies of Bank relationship management personnel. Identify primary and secondary representatives assigned to the City's accounts. Describe what each person's role and responsibilities will be. 2. Provide resumes of the Bank Management Contact with the City and the Project Manager. 3. Describe how the Bank plans to handle problem resolution, customer service, day -to -day contact, and ongoing maintenance for the City of Santa Ana. Describe the Bank's organizational structure as it relates to governmental clients and any other information that will be helpful in understanding the Bank's internal relationships. D. Allocation of Resources Provide a conceptual plan for services to the City that your Bank believes are appropriate for the City. Indicate features, skills and /or services which distinguish your Bank and make it the better choice for the City. Indicate how the resources of your Bank (e.g., number and type of personnel allocated by hours) will be allotted for this project. Submittal of a project schedule is required as part of the Allocation of Resources. E. Bank Compensation (Fees) Submit your Bank's pricing proposal indicating all fees that would be charged to the City. Fee proposals must be submitted using the City's format to be considered in the selection process. A mandatory "COST/BID PROPOSAL FORM & ATTACHMENTS are shown in Attachments 6, 6A & 6B. F. Scope of Work and Time of Performance Proposals must address all items set forth in Section III "Scope of Work and Time of Performance." Additional information that your Bank wishes to include must be clearly identified. The items must be addressed in the order in which they appear in Section 111 of this RFP. G. Client References Each firm must include the following references: 1. Complete Client Reference Form (Attachment 5) listing five (5) client references. City of Santa Ana — Banking Services Page 43 55E -77 2. List similar services performed for all similar organizations /entities in the last five years and when performed. Please include names of organizations, and names and telephone numbers of persons who can be contacted with regard to the services your Bank has provided. 3. List all public agencies for which Agreements were terminated in the last three years. Please include names of organizations, and names and telephone numbers of persons who can be contacted. Bank must provide a brief explanation of the reason(s) for termination(s). H. Certification of Proposals Return a copy of the entire completed certification properly executed as provided for in Proposer's Certification Form (Attachment 7). City of Santa Ana — Banking Services Page 44 55E -78 City of Santa Ana Finance & Management Services Agency Treasury & Customer Services Division Banking Services - RFP # 16 -111 Addenda # 1 Issued: September 20, 2016 Due Date: October 14, 2016, 5:00 PM (PST) deadline Submit to: City of Santa Ana Purchasing Division RFP# 16 -111 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods Project Coordinators: Willard V. Holt, Treasury & Customer Services Manager Minerva H. Mancha, Treasury Services Supervisor Rosie Perez, Treasury Services Specialist City of Santa Ana — Banking Services Page 1 55E -79 Banking Services I. Q. Does the City current utilize a controlled disbursement account? If yes, how many? A. No II. Q. The City asks questions regarding "Custodial Services" but from the stated needs it appears as if only traditional "safekeeping" services are necessary. I.e., does the City have any analytical reporting requirements, or does it require more active portfolio management /direction (as is common with traditional custody services). A. Only custodial services III. Q. Is it possible to see copies of the City's most recent Account Analysis, Merchant Service and Custody statements? A. Sorry, CANNOT PROVIDE IV. Q. What is the City's Earnings Credit Rate? A. Sorry, CANNOT PROVIDE V Q. Statement Cycles - Enhanced It appears that both are being billed for the What's the difference between the two? ICL Deposit Standard ICL Deposit Early a. What's the difference between State Enhanced? Image Group One Image Group Two Image Group Two - Tier 2 Image Group One - Period Two b. Please explain the product descriptions FW Surcharge $10 Million+ D/C - Please Extended Transaction Detail transactions? ACH Disbursements ie number of accounts each month. Cycles Information gathered from current provider's Bank Analysis Report. Please provide information if applicable to your institution. If item is not applicable, please mark N /A. listed above. n this product description. the historical time frame for these I. Q. What's the highest dollar amount that you submitted at one time in the past year for your Direct Deposit /Payroll File? A. $3.2 Million II, Q. What's the highest dollar amount that you submitted at one time in the past year for your Vendor Payment File? A. $2.1 Million City of Santa Ana — Banking Services Page 2 55E -80 III. Q. How do you submit your ACH File to the bank? Online or via Transmission through a secure FTP Mailbox? A. On -line. ACH File is imported into current banking system. Automated Clearing House I. Q. ELockbox Service - Is this service for processing home banking check payments via ACH? A. Yes, provided by current bank. Format of is in custom format City specific specs. This custom format is NOT in NACHA format. Custom specs will be provided to selected bank. Deposit Activity I. Q. What is the City's process for checks returned? Are they redeposited? A. Checks are presented once. B. Daily email is received with check images. II. Q. What are the City's average monthly collected balances? A. Page 5 Section D Deposit Activity omitted wires and ACH deposits. Currently monthly rolling average in deposits is $34 million. B. Daily Account balances average between $5 - $15 million III. Q. Do you deposit to a single account using Image Cash Letter? A. Yes IV. Q. How many Image Cash Letter transmissions are you sending each day? A. City submits up to eight (8) Daily Image Cash Letter transmissions i. BT - Business Tax ii. Dog - Dog Licensing iii. HVT - Hotel Visitor Tax iv. MUS - Municipal Utility Services v. UUT - Utility User Tax vi. LAR - Lawson Accounts Receivables vii. NP - No Post (Miscellaneous) viii. iNovah - Point of Sales Cashier System V. Q. Can the City give us a breakdown of the cash vault denominations? A. We order $1, $5, $10, and $20 also coin pennies, nickels, dimes, and quarters City of Santa Ana — Banking Services Page 3 55E -81 VI. Q. Is the City able to provide an average breakdown of cash orders per month ($1, $5, $10, $20 etc) A. See page 30 of RFP VII. Q. How are change orders made today? Online or by phone? A. By phone VIII. Q. What is the average total deposit of the daily carrier pick -up at City Hall? A. City Hall - Average pickup $50,000 in cash including $5,000 in coin B. Santa Ana Zoo — Average pickup $2,500.00 cash /checks Custodial Services: I. Q. How many custody accounts are there and what is the approximate balance of each? A. One account with a balance of $230 million II. Q. What is the approximate activity level of the custody accounts (buys, sells, maturities, wires)? A. 20 transactions per month including interest received Corporate Credit /Purchase Cards I. Q. Can we get more information on the existing card program and spend levels? A. $500,000 spending level II. Is the City considering enlarging the program and open to ePayables? A. City is interested in moving from traditional credit card program to a purchase card program. General Ouestionlsl Q. Did the City select JP Morgan as its vendor after the last banking RFP in 2010? Or, did it select Bank of America to continue its contract and enter into its current relationship with JPM during that term? Or, how long has JPM been the City's bank? A. JP Morgan was selected thru RFP process in 2010. JP Morgan has been providing banking services to City since 2011. II. Q. Under Submittal Requirements on Page 21 of the RFP, it states "Flash Drive with MS Word docx..." Will the City accept a CD instead of a flash drive? A. No, please provide flash drives III. Q. Does the City want 6 flash drives (or CDs) with the 6 bound copies or only one? A. Six (6) bound copies City of Santa Ana — Banking Services Page 4 55E -82 IV. Q. Does the City want bidders to include any exceptions to the Scope of Services and /or Terms and Conditions of the RFP in our response as a separate exhibit /attachment? A. Please provide on Separate exhibit /attachment V. Q. Attachment 6A - Please confirm that the Unit Price Subtotals for each section will be based on the bank's Unit Price and the Annual Volumes the city provided? A. Yes, Annual VI. Q. Does the City currently have current day reporting from the online banking platform? A. Yes. VII. Q. Statement Cycles A. Monthly VIII. Q. Is the City interested in using lockbox services for its remittance collections? A. No, currently checks are processed in- house. IX. The RFP states that funds in the two separate accounts for the City's Successor Agency Tax Allocation Bonds will be fully transferred to fiscal agent(s) effective January 1, 2017. Please provide an estimate of the City's total account balances that will remain after Jan 1 2017. A. $5 million - $15 million Parking Meter I. Q. What is the name of the software being used to process credit cards at the meters? A. Data Management System (DMS) provided by IPS Group Inc. The merchant processor is TSYS II. Q. What is the annual MC /Visa sales volume? A. $540,000 III. Q. What is the average transaction size? A. $2.09 City of Santa Ana — Banking Services Page 5 55E -83 Merchant Processing I. Q. There are 4 locations (are they separate merchant ID's ?). A. There are five (5) separate Merchant ID's i. City Hall - Treasury Division ii. City Hall Kiosk- Treasury Division iii. Police Department - Traffic Division iv. Police Department - Records Division v. Parks & Recreation - Santa Ana Zoo II. Q. Is System Innovators iNovah the name of the software that they use to actually process the credit cards or do they have physical machines? If machines, what at the model names? A. iNovah is our Point of Sale system to process credit cards. We use Verifone MX870 pin -pads, not Chip & Pin compatible. Payment Merchant is TransFirst using Transaction Central Payment Gateway. III. Q. Do any City departments currently apply a convenience fee or surcharge today? A. No IV. Q. What is the annual MC /Visa sales volume for each of the 4 locations? A. There are five (5) separate Merchant ID's i. City Hall - Treasury Division $6.5 Million ii. City Hall Kiosk- Treasury Division $355,000 iii. Police Department - Traffic Division $44,000 iv. Police Department - Records Division $22,000 v. Parks & Recreation - Santa Ana Zoo $611,000 V. Q. What is the average transaction size at each of the 4 locations? A. There are five (5) separate Merchant ID's i. City Hall - Treasury Division $350.00 ii. City Hall Kiosk- Treasury Division $200.00 iii. Police Department - Traffic Division $150.00 iv. Police Department - Records Division $25.00 v. Parks & Recreation - Santa Ana Zoo $23.00 City of Santa Ana — Banking Services Page 6 55E -84 VI. Q. What services are being paid for at the counter? i. City Hall - Treasury Division: MUS, Business Tax, Dog License, Business Tax, Hotel Visitor Tax, Misc, Accounts Receivable, Parking Citations, Planning & Building Permits, and Public Works Permits ii. City Hall Kiosk- Treasury Division: MUS, Business Tax, Dog License, Parking Citations, Paramedic Subscription iii. Police Department - Traffic Division - Vehicle Releases, Miscellaneous Permits, etc. iv. Police Department - Records Division - Police Reports, etc. v. Parks & Recreation - Santa Ana Zoo: General Admission VII. Q. On -line processing payment gateway currently being used. A. We have third parties for online payments: i. Business Tax and Proactive Rental Enforcement Program (PREP) accounts use ]P Morgan Paymentech Orbital Payment Gateway ii. Municipal Utility Services (MUS) and Dog Licensing use Electronic Payment Exchange (EPX) as our Payment Merchant; Gateway N /A. VIII. Q. What is the annual MC /Visa sales volume? A. On -line: MUS M/C and VISA: $6 Million and eCHECKS: $11 Million B. On -line: DOG M/C and VISA: $108,000 and eCHECKS: $37,000 C. On -line: Bus Tax M/C and VISA: $1.4 Million and eCHECKS: $800,000 IX. What is the average transaction size? A. On -line: MUS $250.00 B. On -line: DOG $27.00 C. On -line: Bus Tax $350.00 RFP Response /Format I. Can we use the City Logo when we are responding to the RFP A. Yes II. Q. Can we include our link to our Financial Statements instead of providing a paper copy (it's hundreds of pages). A. Yes City of Santa Ana — Banking Services Page 7 55E -85 JPMorgan Chase Bank, N.A. Disclosure Statement This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (the "Organization ") in order to assist the Organization in evaluating certain products or services that may be provided by J.P. Morgan. Chase, J.P. Morgan and JPMorgan Chase are marketing names for certain businesses of JPMorgan Chase & Co. and its subsidiaries worldwide (if and as used herein may include as applicable employees or officers of any or all of such entities irrespective of the marketing name used). Products and services may be provided by commercial bank affiliates, securities affiliates or other J.P, Morgan affiliates or entities. In particular, securities brokerage services other than those which can be provided by commercial bank affiliates under applicable law will be provided by registered broker /dealer affiliates such as J.P. Morgan Securities LLC, J.P. Morgan Institutional Investments Inc. or by such other affiliates as may be appropriate to provide such services under applicable law. Such securities are not deposits or other obligations of any such commercial bank, are not guaranteed by any such commercial bank and are not insured by the Federal Deposit Insurance Corporation. The information herein does not purport to set forth all applicable issues and is not intended to constitute advice on legal, tax, investment, accounting, regulatory or any other matters. J.P. Morgan makes no representations as to such matters or any other effects of any transaction and shall have no responsibility or liability to you with respect thereto. You should consult with your own advisors regarding such matters and the suitability, permissibility and effect of any transaction. In no event shall J.P. Morgan nor any of its directors, officers, employees or agents be liable for any use of, for any decision made or action taken in reliance upon, or for any inaccuracies or errors in, or omissions from, the information herein. The information herein is not intended as nor shall it be deemed to constitute advice or a recommendation regarding the issuance of municipal securities or the use of any municipal financial products. J.P. Morgan is not providing any such advice or acting as the organization's agent, fiduciary or advisor, including, without limitation, as a Municipal Advisor under Section r5B of the Securities and Exchange Act Of 1934, as amended. This proposal is subject to and conditioned upon a mutually agreeable contract between the Organization and J.P. Morgan. J.P. Morgan also requires execution of all applicable product and service agreements. Implementation of products and services is subject to and conditioned upon the condition of satisfactory completion of J.P. Morgan's "Know Your Customer" due diligence and meeting product requirements. These steps are included in J.P. Morgan's client onboarding process. This document may contain information that is confidential and /or proprietary to J.P. Morgan. Such information is marked "confidential" and may not be copied, published or used, in whole or in part, for any purpose other than as expressly authorized by J.P, Morgan. To help the United States government fight the funding of terrorists and money laundering activities, U.S. law (Section 326 of the USA PATRIOT Act) requires banks and certain other financial institutions to obtain, verify, and record information that identifies each client that opens an account. What this means for our clients: Before opening a new account, we will require you to provide name, address, taxpayer identification number, and other information and /or documentation that will allow us to identify the account owner(s), as required by law. J.P. Morgan is licensed under U.S. Pat Nos. 5,910,988 and 6,032,137. All trademarks, trade names and service marks appearing herein are the property of their respective owners. This document does not constitute a commitment by any J.P. Morgan entity to extend or arrange credit. © 2016 JPMorgan Chase & Co. All Rights Reserved. JPMorgan Chase Bank, NA. Member FDIC. J.P. Morgan supports sustainable business practices and adheres to the principles of environmental sustainability wherever possible. Page 1 J P Morgan 55E -87 Include your bank's understanding of the work to be performed. Additionally, state why your bank believes it is the best qualified to perform the services requested. Include the Management Contact (Representative authorized to sign an agreement for your financial banking institution) and the Project Manager (person responsible for the day -to -day management of the project). October 14, 2016 City of Santa Ana Purchasing Division Attn: Eva Goods, Buyer 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 PE: RFP# 16 -111 Dear Ms. Goods: On behalf of J.P. Morgan, we sincerely thank you for the opportunity to bid on the City of Santa Ana's Banking Services RFP. We view this proposal as an opportunity to reconfirm our understanding of Santa Ana's ( "City ") objectives, as well as to reaffirm our banking services commitment to the City. As your incumbent banking partner, we have solid performance with the requirements outlined in the Scope of Work. Kerwin Deese, Jason Johnson and Marilyn Hardney will continue to serve as your dedicated relationship team, primarily based out of the firm's Southern California headquarters located in Irvine. J.P. Morgan's Government Banking teams currently support more than 2,35o active State, County and Municipal customer relationships in more than 28 states and your local banking team will continue to draw on personal and firm -wide knowledge to consultatively serve the City. We have updated our pricing to ensure that we remain as competitive as possible with reductions to key services provided by the bank. Increasing costs within the industry have necessitated increases to two line items involving nonstandard cash processing, however we believe these can be successfully mitigated so that the City may receive a reduction in overall fees. Additionally, J.P. Morgan is pleased to provide the City with a service fee credit of $10,0001 to be applied to analysis for use over the initial (3) year contract period, as well as an enhanced managed earnings credit rate of o.6o %2, which is significantly higher than the bank's current Earnings Credit Rates. Page H aJT Morgan 55E -88 While price is always an important consideration for our clients, determining what constitutes the best value can sometimes be a challenging proposition. A botched implementation, inadequate service, inferior technology or a reactive relationship can easily eliminate any short-term savings provided by a low -cost provider. We are attuned to this challenge and believe that J.P. Morgan will continue to provide the City of Santa Ana with the best overall value. By remaining with J.P. Morgan, the City of Santa Ana is assured a stable, consistent and reliable business partner that will cost - effectively provide banking services and innovative technology solutions to the City, accompanied by an industry - leading focus on client service and support. We are excited at the opportunity to continue a long -term relationship with the City and are confident that we have provided a competitive proposal for your consideration. Should you have any questions about pricing or other information contained herein, please do not hesitate to contact us. Respectfully, tv{ ' Kerwin P. Deese Jason Johnson Marilyn Hardney Vice President Vice President Associate Relationship Manager Treasury Mgmt. Officer Client Service Professional Government Banking Government Banking Government Banking r - Additional details can be found in Section V. Cost of Providing Services (Fees) - A. on Page rob z — Please see Section V. Cost of Providing Services (Fees) — B. z. on Page tog. Page ill JT Morgan 55E -89 Executive Summary Strengthening our Partnership with the City of Santa Ana We are honored to provide the City of Santa Ana ( "City ") with our proposal for banking services. For the past six (6) years, it has been our pleasure to serve as the City's primary banking provider and we look forward to continuing this valued relationship for many years to come. Our history and knowledge of the City's banking needs will help ensure an efficient and effective relationship that continues to provide exceptional service at the best value to the City and its constituents. We are excited at this opportunity to strengthen our relationship with the City of Santa Ana. t 1 J.P. Morgan's Treasury Services line of business is a leading full - service provider of innovative payment, collection, commercial card, liquidity management and information channel solutions to governments and municipalities across the globe. The City fully subscribes to numerous J.P. Morgan treasury products in order to support your day -to- day banking requirements including: ACH for Payroll, Image Cash Letter, Cash Vault and Branch deposits, and fraud protection services such as Positive Pay and ACH Debit Block. You are provided with web -based decisioning tools and other electronic options to facilitate the Finance Department in carrying out the daily responsibilities of overseeing and managing cash for the City. As the City looks at the opportunity to centralize additional financial products with a single bank, we are pleased to provide information for the optional services listed within the RFP: t. Merchant Card Services — While our wholly owned subsidiary Commerce Solutions serves as the processor for a portion of the City's current merchant processing business, we stand ready to competitively process the remaining transaction volume not processed today. 2. Corporate Credit /Purchase Cards — We are providing our recommendation for moving your current program over to J.P. Morgan to benefit from increased efficiencies, immediate online reporting for transaction details and a generous rebate program to provide additional revenue to the City as the program grows. Additional and Other Services — J.P. Morgan proposes additional services that based on our understanding of your banking requirements may be a good fit in the future. We look forward to the opportunity to discuss these in further detail. Page iv .T.P Morgan 55E -90 Creating Cost Efficiencies Our relationship pricing is reflected in Attachment E, with reductions in certain cost categories, such as ACH debits and credits, eLockbox, and Image Cash Letter line items. The City will also note that due to increasing costs industry -wide associated with cash deposits through both vault and branch locations, we have adjusted a couple of line items upward. We provide details on pg. 24 on how the City can mitigate these increases as we work with you to improve your current bulk cash and coin deposit process. Overall, our proposal should provide the City with a net annual improvement in overall associated bank fees that will continue to be able to be offset by an enhanced ECR rate as outlined within the proposal. J.P. Morgan continues to hire and invest in its Government business, including its people and processes. This commitment assures the City that J.P. Morgan will be here, in close relationship, as the City's needs evolve and grow over time. As the City conducts its analysis, it is important to note that our Chairman, Jamie Dimon, has made the commitment to invest more than $a billion in the bank's core Treasury Services. We continually leverage technology to enhance our products and services while keeping a keen eye on increased security measures and cyberfraud prevention. For the City, this means delivering new platforms, intensified security for your protection, J.P. Morgan ACCESS Online as well as other innovative products like mobile banking and card chip technology. • J.P. Morgan's treasury products and operations are wholly owned by the bank — a key differentiator. This translates into complementary, integrated solutions for the City that is designed for ease of use and a consistent look and feel. It also provides for cost efficiency and timely enhancements, as well as maintaining tight quality and security controls. • As part of our commitment to help increase cybersecurity awareness and fraud prevention, we host webinars and offer guidelines, tools and services the City can use to help protect your organization. Additional details can be found by visiting https://wwwjpmorgan.com/pages/insights/governments Page v J.P. Morgan 55E -91 Comprehensive Solutions and. Project Management Our proposed banking services and any new solutions offered are based upon our collective analyses, listening carefully to the City's feedback, asking questions, understanding your specific needs and requirements, and direct hands -on experience. Retaining J.P. Morgan as your banking provider means no disruption of services and a major cost avoidance associated with a significant and lengthy migration. For new add - on services, we assign an implementation project manager to serve as the primary lead throughout the project. Your local relationship team also remains actively involved as key participants every step of the way to assist in developing a Scope of Work and serve as a point of escalation. Experience in the Public Sector For more than three decades, J.P. Morgan Government Banking has maintained an unwavering commitment to empower public sector agencies with financial tools to help them control costs, optimize cash flow, manage resources and make informed decisions. Our commitment is rooted in a shared belief that efficient and responsive public administration is essential to serving the needs of individuals and communities. Nationally, our group serves 44% of the largest state and metro areas, and we are proud to include the City of Santa Ana in J.P. Morgan's family of top -tier Government clients. We are the only institution with a formal Government Industry Council of bankers and experts from across the country that collaborate to share best practices and identify trends at the local, state and national level. This knowledge then accrues to each of our clients via our local banking teams, client webinars and other channels. Conversely, the Council presents ideas directly from our clients to our product teams and senior management to encourage new product innovation. This collaboration helps ensure that our products remain aligned with your unique financial, operational and regulatory requirements. Financial Strength and Stability The City requires the highest degree of safety for financial assets entrusted to your banking services provider. Our financial strength allows us to invest in the people, processes and technology necessary to provide you with banking services that provide long -term, enduring value and meet the needs of the City and the citizens you serve. Page vi J. C; orgLan 55E -92 J.P. Morgan has developed and maintained strong financial discipline throughout fluctuating market conditions. We follow sound accounting standards, provide transparent public reporting, and offer first -rate information management systems. We have the financial stability to provide a broad, complete and high - quality set of products and services while leveraging the benefits and efficiencies that come with economies of scale. During the economic downturn, government clients sought J.P. Morgan as a safe harbor for funds, as evidenced by a steady increase in government deposits during that period. Conclusion J.P. Morgan's strong working relationship with the City of Santa Ana allows us to anticipate your needs and requirements as we continue to design and develop the products and services offered to you. We have thoroughly reviewed the City's RFP and are confident in our ability to meet and exceed your requirements as demonstrated throughout our response. You have our deep commitment that the City of Santa Ana will continue to receive our personal attention each and every day, and that we will continue to strive to exceed your expectations. We thank you for your consideration and the opportunity to continue as your full service relationship bank. Page Vii J P. Morgan 55E -93 Include a clear identification of the material by section and by page number. A. Letter of Transmittal ................................. ............................... ii Executive Summary ................................................... ............................... iv B. Table of Contents ......... ............................... ...........................viii C. Financial Banking Institution Profile ......... ............................... 1 BankOverview ............................................................ ..............................1 Relationship Management ............................................ ..............................6 D. Allocation of Resources .......................... ............................... 15 E. Bank Compensation (Fees) ..................... ............................... 16 F. Scope of Work and Time of Performance . ............................... 33 III Scope of Services .................................................. .............................33 IV. Time of Performance ......................................... ............................... 108 V. Cost of Providing Services (Fees) ......................... ............................... 108 G. Client References .................................. ............................... 115 H. Certification of Proposals ...................... ............................... 122 Legal Comments ....................................... ............................... 123 Other Required Attachments ..................... ............................... 127 Proposer's Cover Sheet (Attachment 1) ..................... ............................... 128 Proposer's Signature Sheet (Attachment 2) ............... ............................... 129 Company Information Form (Attachment 3) .............. ............................... 130 Page viii J P. Mo an 55E -94 Appendix 1. Bank Qualification Overview Appendix 2. Availability Schedules Appendix 3. J.P. Morgan ACCESS Online Sample Reports Appendix 4. ARP Input Output File Specifications Appendix S. ARP Sample Reports Appendix 6. CIB Resiliency Plan Overview Appendix 7. Financial Proposal Appendix S. Sample Billing Statement Page ix JT Mor a,n 55E -95 Bank Overview General overview of Bank, customer service philosophy. Describe how you measure and evaluate the quality of your services. J.P. Morgan is required to know its customers and adhere to policies and procedures intended to meet those regulatory requirements that apply to safety and soundness, to fight against the funding of terrorism, money laundering and sanction related activities, and to perform certain transaction screenings. This means J.P. Morgan will request information about the City and its management and those having authority to transact business with J.P. Morgan in order for J.P. Morgan to comply with these policies and procedures. This is an ongoing requirement and the provision of services pursuant to this Proposal and any additional products or services that may be requested is subject to and conditioned upon the ongoing satisfaction of these policies and procedures and compliance by the District with applicable law with respect to the services provided and with J.P. Morgan's policies of which the City is informed. 1. Provide the number of years of operation and a detailed description of the legal relationship between the local offices /affiliates and the home office or parent. JPMorgan Chase & Co. (JPMorgan Chase) is a financial holding company. Principal bank subsidiaries are JPMorgan Chase Bank, N.A., a national banking association with branches in 23 states, and Chase Bank USA, N.A., also a national association bank that is the firm's credit card issuing bank. JPMorgan Chase Bank, N.A. is wholly owned by JPMorgan Chase & Co. JPMorgan Chase is a leading global financial services firm with assets of more than $2.4 trillion. The firm is a leader in investment banking, financial services for consumers, small businesses, and commercial banking, financial transaction processing, asset management and private equity. A component of the Dow Jones industrial average, JPMorgan Chase & Co. has its corporate headquarters in New York. The firm serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients under the J.P. Morgan and Chase brands. Information about the firm is available on the Internet at www.jpmorganchase.com. Our leadership position is illustrated by our top rankings in a number of transaction categories (Ernst & Young, 2015): Page 1 JT Morgal7 55E -96 • Same -day transfer (Total) • Same -day transfer (CHIPS) • Wholesale /WholetailLockbox remittances • Check Clearing (Image cash letter check clearing) • ACH originations (Debit, Credit and Total) • Check clearing (deposited paper items, remote deposit items, remote deposit scanners) • Same -day transfer (Fedwire transactions, Book transfers) • Information reporting (2014 revenue, Total accounts, Internet accessed accounts) • Account reconciliation (checks reconciled) • Coin and Currency (2014 revenue) • Controlled disbursement (checks paid) As of June 30, 2016, JPMorgan Chase & Co, has: • Headcount of 240,046 employees worldwide. • Market capitalization of $224.4 billion. • Deposits of $1.3 trillion. • Loans of $872.8 billion. • Total stockholder equity of $252.4 billion. • Tier 1 and total risk -based capital ratios 13.9% and 16.3 %, respectively. Ratios are calculated under the Basel III Standardized Transitional Approach and represent the Collins Floor. Both JPMorgan Chase & Co. and the bank are managed on a line of business basis. The business segments presented in the following figure reflect the current organization of the firm. There are four major business segments: • Consumer & Community Banking • Corporate & Investment Bank • Commercial Banking • Asset Management Pale 2 1 Y Mo rga n 55E -97 The segments are based on the products and services provided or the type of client served. The services required to meet City of Santa Ana's requirements will be provided through our Commercial Banking line of business via our Government Banking group which is part of the Middle Market Specialized Industries vertical. The City's relationship will continue to be managed out of the firm's Southern California Commercial Banking headquarters located in Irvine, CA. JPMorgan Chase & Co. Lines of Business ' ,IRMurgarrCdra&e �. 1895 1915 1947 1545 onnllymu. Givbs58smnlwnro 1955 A. P:erpont tAwgon_ Sr. JP Mprj]n3nanjn5 Y!!o UnrtM NnwnYW Gnaw NnlicnM eYrk 1799 M Wp:vvp QnX EnO M NMG gbg9l bIC\ 01T -9li6 91 WIhT U�ank J AWrYS.A WWOGISSPf Arr!nGt. TFa N. Yixk •n Wall shcet I'n" gppCrYy tP'Itq q(IM ht ",Hatt 1r3(Yry Tho 4AanAlIM p(pa G•11.1f(I I✓•'n'srnrNrz+.tl Ilssw -A WSSrr ry }trvtPNf[r4 M:W CM1p3ny to lgen 996 CkmNnY Srir.YrtNIM Munnatbn &Ink JP IA V,.i Co. nrgxWU. bun pPryrtofgmN.YPtragan CnavP ManhawR &fnk JgnfVy k.gxtho 9rst — <am n mbm.n �� i i servare banan RUM, t �y ads: :due f tlW 4 ar P N n loon E,rex.+n Ten Clr6miC.V B 11k f 1824 - + 11111 fill P 1893 1906 1929 1968 1986 2008 J P V,,vkn S plmdry lP k1 "In µwnIDY. Txo oN06m�,lny 4eunUba EmV.bo-[ PraC.MWrfiem PIpY3 pn:m{>tXi0nf fm:mC+; OUS !otPatreak 4l nSUN:MYnx!e(p? d >)9pm ar:,1 (MavNPS HamMttnlhUuS! mG:n M}`payj t a:1:tF nt U. 6.$110, GE tU l.—C4, N.YgnTl fW In00WPi'l3Prylp (1t&f]14YAUStr$y ?o n:JrymJli Vlp G•OY 11d ATBT 2tiink A TvRa mnnl Pf Vanyac[orv5 Gcmpo:Vr WY*t. uxlMaa+Jh lM! (::CdvvbsiYN C/ :n £umMrcl6 .XCr:vVanN sank RnP (!exr Sm;nos FIgure 2 Page 3 J:P Morgan 55E -98 ° Middle Market ° Global � Banking Investment Management •Mortgage •Cartl Services •Investment • Fixed Income °Corporate 77Portfollos Production Banking Markets Client Banking • Global Wealth — Credit Cartl Management • Mort a e 9 — Merchant • Treasu rs • Equity Markets • Commercial n Servicing Services Services Tenn Lendin 9 ° Securities • Real Estate • Auto and • Lending Services • Real Estate Portfolios Student Banking • Credit Adjustments and Other 1895 1915 1947 1545 onnllymu. Givbs58smnlwnro 1955 A. P:erpont tAwgon_ Sr. JP Mprj]n3nanjn5 Y!!o UnrtM NnwnYW Gnaw NnlicnM eYrk 1799 M Wp:vvp QnX EnO M NMG gbg9l bIC\ 01T -9li6 91 WIhT U�ank J AWrYS.A WWOGISSPf Arr!nGt. TFa N. Yixk •n Wall shcet I'n" gppCrYy tP'Itq q(IM ht ",Hatt 1r3(Yry Tho 4AanAlIM p(pa G•11.1f(I I✓•'n'srnrNrz+.tl Ilssw -A WSSrr ry }trvtPNf[r4 M:W CM1p3ny to lgen 996 CkmNnY Srir.YrtNIM Munnatbn &Ink JP IA V,.i Co. nrgxWU. bun pPryrtofgmN.YPtragan CnavP ManhawR &fnk JgnfVy k.gxtho 9rst — <am n mbm.n �� i i servare banan RUM, t �y ads: :due f tlW 4 ar P N n loon E,rex.+n Ten Clr6miC.V B 11k f 1824 - + 11111 fill P 1893 1906 1929 1968 1986 2008 J P V,,vkn S plmdry lP k1 "In µwnIDY. Txo oN06m�,lny 4eunUba EmV.bo-[ PraC.MWrfiem PIpY3 pn:m{>tXi0nf fm:mC+; OUS !otPatreak 4l nSUN:MYnx!e(p? d >)9pm ar:,1 (MavNPS HamMttnlhUuS! mG:n M}`payj t a:1:tF nt U. 6.$110, GE tU l.—C4, N.YgnTl fW In00WPi'l3Prylp (1t&f]14YAUStr$y ?o n:JrymJli Vlp G•OY 11d ATBT 2tiink A TvRa mnnl Pf Vanyac[orv5 Gcmpo:Vr WY*t. uxlMaa+Jh lM! (::CdvvbsiYN C/ :n £umMrcl6 .XCr:vVanN sank RnP (!exr Sm;nos FIgure 2 Page 3 J:P Morgan 55E -98 3. Provide Bank's current long -term debt rating (Moody's /S &P /Fitch) and current capitalization (defined as combined capital, less borrowed capital and surplus). J.P. Morgan is routinely rated by industry experts Moody's, Standard & Poor's, and Fitch. Ratings are shown below. JPMorgan Chase Batik, N.A. and Chase Bank USA, ooi N.A. Credit Ratings - October Poor's 14, 2oi6 Fitch JPMorgan Chase & Co. Credit Ratings - October 14,2016 A113 A+ AA- oo&Poor's Fitch Long -term issuer rating A3 A- A+ Short -term issuer rating P -2 A -2 Fi Senior unsecured A3 A- A+ Subordinated debt Baat BBB+ A JPMorgan Chase Batik, N.A. and Chase Bank USA, ooi N.A. Credit Ratings - October Poor's 14, 2oi6 Fitch Long -term issuer rating A113 A+ AA- Short -term issuer rating P -t A -t Fr+ Senior unsecured Aa3 A+ AA- Short -term Pa A -i Fi+ Subordinated debt At A- A These credit ratings are provided for information purposes only. Credit ratings are solely the opinions of the rating agencies. J.P. Morgan does not endorse, and accepts no responsibility for, the credit ratings issued by the rating agencies. Credit ratings maybe changed, superseded or withdrawn by the rating agencies at any time. The table below presents capital ratios for JPMorgan Chase Bank, N.A. as of June 30, 2016 and December 31, 2015, under the Basel III Standardized Transitional Approach and represent the Collins Floor. As of June 30, 2016 and December 31, 2015, JPMorgan Chase & Co. and all of its banking subsidiaries were well - capitalized and met all capital requirements to which each was subject. Please see Appendix 1 for bank qualifications response. Page 4 JYMorgan 55E -99 3. Provide a report /statement indicating system downtime for the past year, including how many hours and types of services that were affected. How were these problems communicated to the clients? The bank's client services and technical support teams monitor a number of indicators to measure network availability and response speeds. Statistics are gathered monthly and reported quarterly on both portal availability and application availability on the portal. Through June 2016, ACCESS Online uptime was 99.91 %. Calls to the help desk also are monitored and client- impacting events are identified and escalated as quickly as possible. Regularly scheduled maintenance windows are excluded from the availability calculation. Each weekend, maintenance on the portal may be conducted from 5:00 p.m. PT Saturday until 3:0o a.m. PT Sunday. During the maintenance window, users may not be able to access the portal. Data delivery goal times are monitored continuously to help achieve aggressive availability schedules. J.P. Morgan's client services and technical support teams are central information sources regarding delays and access difficulties. If a prolonged outage occurs, the J.P. Morgan ACCESS Online home page will provide a broadcast message on access and data availability. In addition, your dedicated client service professional may also notify the City regarding any delays. If the daily notification will be delayed, message banners will be broadcast on J.P. Morgan ACCESS Online. If a reporting delay occurs, your client service manager can report inclearing totals to you. 4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. J.P. Morgan has four full service banking center locations within the City of Santa Ana. Santa Ana Main will be the closest location to the City, located at 130o N. Main Street, Santa Ana, CA 92701. As a business practice, we regularly review branch and ATM activity which may result in branch openings and closings, ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. Branch hours are subject to change and will be posted at each branch location. Page S JT VA gan 55E -100 S. Describe any short -term plans to enhance services that may improve the City's banking and cash management efficiency. J.P. Morgan's capital strength allows us to invest in technology to meet clients' changing needs. We continue to invest in enhancing our cash management and treasury liquidity capabilities, expand our global footprint and reinvest in technology solutions. The firm continually looks to technology to enhance the solutions we provide, as well as reduce processing costs and increase operating efficiency. While explicit research and development costs are not disclosed, J.P. Morgan's technology expense, which includes technology, communication and equipment costs, was $9.o billion in 2015, of which one -third of spend was on new investments Key areas of focus for the firm include electronic payments, efficiency and automation initiatives, global payments, and cybersecurity and fraud prevention. We will keep the City informed of these developments and look forward to discussing any new products and services that may benefit the City and its constituents. Relationship Management This section of the proposal must include a fully - completed copy of the Summary Sheet included with this RFP (Attachment 4). Z. Provide names, titles, telephone numbers, fax numbers, and e-mail addresses, and provide brief biographies of Bank relationship management personnel. Identify primary and secondary representatives assigned to the City's accounts. Describe what each person's role and responsibilities will be. The City will continue to benefit from the support of their current Relationship Team. Biographies for each of the relationship team members are included below. Page 6 J P Morgan 55E -101 Responsibilities Role Relationship Manager Address 3 Park Plaza, Suite goo Irvine, CA 92614 Phone (949) 833-4061 Fax (949) 833-4737 Email kerwin.p.deese @jpmorgan.com Kerwin will continue to lead the City's banking team focusing on the quality delivery of our services. He will continue to: • Serve as your primary point of contact for the bank's full capabilities • Recommend products and services that meet the City's needs and goals, including financing solutions, treasury management and other banking services • Oversee delivery of products and services including financing, treasury services and other financial services • Address your overall satisfaction with the J.P. Morgan banking relationship Kerwin's colleague, Heather Usiski, will serve as a back -up Relationship Manager to the City. She is also located in the Irvine office and can be reached at 949-833-4379 or heather.d.usiskci @jpmorgan.com. Biography Kerwin P. Deese has over 13 years of banking and account management experience and is focused exclusively on public sector clients in Southern California. He primarily serves large municipalities, counties and water districts in the region, and provides financial consultation on financing solutions, treasury management and other banking services. Kerwin previously served as a banker and commercial credit officer to the middle market where he provided treasury and financing solutions to help his clients streamline their operations and grow their businesses. His cash management and credit underwriting experience allows him to be a valuable resource in helping his government clients with operational efficiency and risk management initiatives. A graduate of Florida State University, Kerwin holds a double major in Multinational Business Operations and Marketing. He is active with the California Municipal Treasurers Association, California Society of Municipal Finance Officers, California Association of County Treasurers & Tax Collectors and Association of California Water Agencies. 2014- Present Vice President, Relationship Manager, JPMorgan Chase Bank, N.A. • Government Banker and Relationship Manager to public sector clients in Southern California. Page 7 J P. Morgan 55E -102 2009 -2014 Vice President, Relationship Manager and Commercial Loan Officer, American Business Bank • Commercial Banker focused on advising, banking and lending to middle market companies throughout Southern California. • Served in an advisory capacity to C -level executives, taking a consultative approach to helping grow middle - market companies including discussions regarding operations, trend analysis, revenue forecasting, overhead, margins, and R0I analysis. • Responsible for underwriting C &I and real estate loans, negotiation of legal documentation and performing due diligence on commercial credits. 2003 -2009 Vice President, Business Banking, Wachovia Bank N.A. • Specialized in banking small to lower middle - market companies in the North FL /Greater Los Angeles markets. 2000 -2003 Account Executive, Golin /Harris International • Responsible for the development and implementation of branding, marketing and public relations strategies for a wide range of clients including state governmental agencies, large non- profit organizations and publicly -held companies. Page: 8 J 1.Mor an 55E -103 Responsibilities Role Treasury Management Officer Address 3 Park Plaza, Floor 9 Irvine, CA 92614 Phone (949) 833-6637 Email jason.11.johnson @jpmorgan.com Jason will continue to assist the City in resolving working capital and efficiency challenges by providing information and offering ideas from the J.P. Morgan's Treasury Services team. He will continue to: • Recommend cash flow optimization strategies, including ways to streamline financial processes • Assist the City in realizing day -to -day operational efficiencies in alignment with your treasury service goals • Provide targeted information to you about new products, market developments and industry trends • Monitor the City's implementation for successful service delivery Biography Jason Johnson is the treasury management officer that supports public sector entities in Southern California. He has over 8 years of financial industry experience focusing on relationship, implementation and project management with enterprise level clients. Through a background that includes treasury and credit card processing, he has a deep understanding of the security and data protection requirements for the Government, Not - for - Profit and Healthcare space. Prior to joining JPMorgan Chase, Jason held positions including; Manager of Product and Implementation leading a team of 8 product and implementation managers, Implementation Manager, Mortgage Loan Officer, and has been a small business owner. 01/2o16 — Present Vice President, Treasury Management Officer, JPMorgan Chase Bank, N.A. • Primarily responsible for strategic account and cash management planning for Government clients in Southern California • Work alongside state, county and municipalities to strategize short and long term solutions • Treasury product resource for clients, partners and associates 01/2013 - 01/2016 Sr. Implementation Project Manager; J.P. Morgan • Primarily responsible for the successful onboarding of new clients to the bank for all core treasury products and services in the Government, Healthcare, Not-for - Profit, and Higher Ed space Ownership of the client experience to ensure a successful transition to ongoing support with Client Service • Experienced leading large, complex development projects with high visibility throughout the organization Page 9 J P. Morgan 55E -104 07/2008- 01/2013 Manager, Product and Implementation; Trust Commerce • Led implementations of several large high revenue merchants with a focus in Healthcare and Non - Profit vertical markets • Assist clients with identifying and resolving all technical issues related to complex technical designs and implementations • Managed and created technical requirements and documentation for development and professional services projects • Subject Matter expert on all company and industry products including functional understanding of first -in -class API's, web and point -of -sale security tools, PCI requirements, and web based Vault product Page 10 J.P. Morgan 55E -105 Responsibilities Role Senior Client Service Professional Address tot North Central Avenue, Floor 21 Phoenix, AZ 85004 Phone (602) 221 -1036 Fax (866) 917-3954 Email marilyn.k.hardney @ jpmorgan.com Marilyn will continue to serve as the primary point of contact and as a proactive resource for the City's banking services needs. With her understanding of all aspects of J.P. Morgan's Treasury Services' product functionality and technology, Marilyn will facilitate the timely resolution of all service issues. For day -to -day matters, she will continue to: • Resolve the City's inquiries including credit /debit confirmations, cancellations of payments, amendments of payment instructions, funds transfer inquiries and other treasury services matters • Identify and resolve operational issues in a timely manner • Share her specialized knowledge of fraud prevention tools and provide advice on asset and data protection strategies • Facilitate the opening of additional accounts Marilyn works with a team of client service professionals who will provide consistent, reliable and timely service support. Claudia Vickers will serve as the City's secondary client service contact and can be reached at 602 -221- 1209 or claudia.vickers @jpmorgan.com. Biography Marilyn Hardney has over 20 years of experience with J.P. Morgan and has held several positions across the organization. She is committed to providing value -added service and has effective problem - solving skills. Additionally, her knowledge of fraud prevention products will provide you with excellent direction on how best to protect your organization. Marilyn is a graduate of LeTourneau University and holds a bachelor's degree in Business Management. 20oo— Present Senior Client Service Professional, JPMorgan Chase Bank, N.A. • Respond to all routine and complex requests related to client's account and complex treasury products /services. • Identify fraud prevention products and services that benefits clients and inform them of these products and services. • Establish and maintain consistent interaction and communication with clients. Page 11 J P. Morgan 55E -106 2. Provide resumes of the Management Contact with the City and the Project Manager. Please see our response to question #1 above for the detailed resumes of the City's relationship team. 3. Describe how the Bank plans to handle problem resolution, customer service, day -to- day contact, and ongoing maintenance for the City of Santa Ana. Describe the Bank's organizational structure as it relates to governmental clients and any other information that will be helpful in understanding the Bank's internal relationships. The City will continue to be offered a unique, coordinated approach to client support by being provided with a dedicated client service professional, access to our Technical Solutions Group, and an online through our Support and Community section within ACCESS Online. This unique, hybrid model is designed to provide you premier service through the ability to reach the right professional quickly. • Marilyn Hardney, the City's client service professional (CSP) is a member of the Client Service team dedicated to serving the bank's Government clients. Marilyn is an advocate for your organization who will work with you to handle complex issues and provide resolution on service- related inquiries. In addition to Marilyn and your back -up client service professional, Claudia Vickers, the Commercial Banking Service Center is staffed with CSPs who can help with routine requests from 5:0o a.m. to 5:00 P.M. PT Monday through Friday. The Technical Solutions Group supports routine transactional and technical issues, and will provide the City consistent, reliable access to service consultants who understand your organization. Our service centers are open to support your organization requirements during and after normal business hours, and are staffed with bilingual product experts. • The Support and Community tab in ACCESS Online provides real -time instructions, tutorials, and videos and acts as a self -serve knowledge resource for clients using our ACCESS Online banking platform. Page 12 JT Morgan 55E -107 .%I'. Morgan Government banking: J.P. Morgan's Government Banking practice is a group of over 450 professionals, including bankers, treasury service professionals, credit specialists, client service experts, and administrative and sales support personnel who are dedicated to serving the government sector. This team is part of our Commercial Bank's Middle Market & Specialized Industries group and supports more than 2,350 active State, County, and Municipal customer relationships in more than 28 states. As of June 30, 2015, these clients represent more than $45.9 billion in public funds on deposit. At the highest levels of our firm, J.P. Morgan views our work with governmental agencies as a core element of our long -term vision. Our experience in this sector provides us with a unique perspective that allows us to consistently find ways for our clients to achieve greater efficiency, reduce costs, and improve the experience for your constituency. JPMorgan Chase Bank, N.A. is a qualified depository for public funds in California, cementing our commitment to the State of California and to the unique needs of its counties, cities and other public agencies. And, through your relationship manager, IZerwin Deese, the City has access to J.P. Morgan's entire product offering including credit, asset management, purchasing card, investment banking and other financial services that can help you achieve a range of strategic objectives. Page 13 J.I. organ 55E -108 ATTACHMENT 4 SUMMARY SHEET - RFP No. 16 -111 Firm Name: J.P. Morgan Chase Bank N.A. Firm Parent or Ownership: J P Morgan Chase & Co Firm Address: 1111 Polaris Parkway Columbus OH 43240 Firm Telephone Number: (949) 833 -4061 Firm Fax Number: (949) 833 -4737 Number of Years in Existence: 200+ Management Contact (person responsible for direct contact with the City of Santa Ana and services required for this RFP): Name: Kerwin P. Deese Telephone Number: (949) 833 -4061 Fax: (949) 833 -4737 Email: kerwin p deeseR'pmorgan.com Title: Vice President Project Manager (Person responsible for day -to -day servicing of the account): Name: Marlyn Hardney Title: Client Service Professional Telephone Number: (602) 221 -1036 Fax: (866) 917 -3954 Email: marilyn.k.hardney(a 1pmorgan.com City of Santa Ana — Banking Services Page 26 55E -109 Provide a conceptual plan for services to the City that your Bank believes are appropriate for the City. Indicate features, skills and /or services which distinguish your firm and make it the better choice for the City. Indicate how the resources of your Bank (e.g., number and type of personnel allocated by hours) will be allotted for this project. Submittal of a project schedule is required as part of the Allocation of Resources. We value this opportunity to continue to work with City of Santa Ana. Your organization will continue to benefit from our commitment to foster a long - lasting client relationship. Our exceptional service and forward- thinking approach to product and service innovation anticipates your organization's future needs. The City can expect us to continue to leverage technology to serve and empower you with sophisticated and efficient services. A key benefit of retaining J.P. Morgan as the City's primary bank is that, as a current client, no implementation will be required. As such, we have not included a project schedule as part of our response. If the City chooses to implement any additional value - added services, the same project management approach that was executed when J.P. Morgan first won the initial bid will also be applied to any additional products or services implemented. Please refer to section U., Additional and Other Services, for detailed information on value -added services. J.P. Morgan applies a project management approach and discipline when implementing complex solutions to deliver your recommended solution swiftly and efficiently. For each new project, a detailed project schedule will be provided as part of the existing project methodology and an implementation project manager will be appointed as needed. They would be your primary point of contact and will have end -to -end ownership and accountability for your implementation. As a part of their overall responsibilities, a project charter will be developed to outline the scope of the implementation request, and a project plan will be created to manage the overall project within the bank on your behalf. The project plan will clearly define the tasks, roles and responsibilities, time frames and project status. Our team follows a proven, structured project management discipline in the execution of products and services, which includes five key phases: Initiation; Requirements and Planning; Documentation and Service Setup; Testing; Go Live and Closure. Additionally, every aspect of the implementation of any new products or services is closely documented to confirm that all pertinent information is effectively transferred over to the relevant service and support staff and to your dedicated client service professionals. Page 15 JY 1V.Lorgan 55E -110 Submit your Bank's pricing proposal indicating all fees that would be charged to the City. Fee proposals must be submitted using the City's format to be considered in the selection process. A mandatory "COSTIBM PROPOSAL FORM'r is shown in Attachment 6, 6A & 6B. In the attached pricing proposal, the City will notice that we have made an effort to remain as competitive as possible by reducing pricing where feasible. We have made pricing reductions to 13 line items including ACH, eLockbox, and Image Cash Letter products. With these adjustments, the City should see a noticeable reduction in these fees on an annual basis. Additionally, due to the increasing costs associated with the handling and depositing of cash through both Vault and Branch locations, we have adjusted two line items to account for these rising costs. These changes are made to account for the manual non- standard processing of both bulk coin and strapped currency deposits. As your solutions provider, we will work with the City to refine your current process for depositing bulk coin and strapped currency to ensure it follows the Fed's recommended guidelines for standard processing. (Please see page 39) By making a few simple changes, your deposits will follow the standard process for bulk cash and coin deposits which should reduce the costs for processing these deposits. We have provided two pricing scenarios below to assist the City in identifying impacted service codes. We provide additional details under the Vault Deposit section on page 39 on how the City can mitigate these costs as we work with you to improve your current bulk cash and coin deposit process. Finally, we have provided two attachments to the Cost /Bid Proposal for additional pricing details around treasury services and products: 1. Comprehensive Fee Sheet —Inclusive of all line item pricing including the Additional Services we have provided in our response. 2. Annualized Proforma — This pricing sheet provides the new line item pricing along with the adjusted volumes for the depositing of bulk coin. The City will notice a savings associated with following Fed - standard processes. Page 16 J.P. Morgan 55E -111 Scenario Nl: Current Process, New Pricing Service Description Quart! Current Fee Current Sub New Fee New Sub 7640 - Credit Posted- Electronic 5,943 $0.2000 $1,188.60 $5500 $891.45 7641 -Debit Posted- Electronic 3,692 $0.2000 $738.40 $0.1500 $553.80 1014 - Account Statement -Paper 24 $25.0000 $600.00 $10.OD00 $240.00 2742 - ACH Credit Originated- ACCESS 47,387 $0.0400 $1,895.48 $0.0300 $1,421.61 2744 - ACH Debit Originated- ACCESS 212 $0.0400 $8.48 $0.0300 $6.36 2732 - elockbox File Processing 250 $10.0000 $2,500.00 $6.0000 $1,500.00 5489 - elockbox Maintenance 12 $50.0000 $600.00 $25.0000 $300.00 5490 - elockbox Transaction Received 36,006 $0.1000 $3,600.60 $0.0400 $1,440.24 5491 - eLOCkbox Transaction Reformat 36,006 $0.0500 $1,800.30 $0.0200 $720.12 746 -ICL On US Premium 21,209 $0.0500 $1,060.45 $0.0400 $848.36 6041 - ACCESS Accounts Reported 52 $35.0000 $1,820.00 $15.0000 $780.00 1482 -Vault Deposti Std Strap -Note 98,100 $0.0060 $588.60 $0.0040 $392.40 1486 - Vault Dep NOnStd Strap - Note 170,853 $0.0016 $273.36 $0.0100 $1.708.53 1506 - Vault Dep Partial or Mixed Bag (Coin) 4,038 $1.0000 $4,038.OD $3.000D $12,114.00 1525 - Vault Deposit Std Coin Bag 19 $1.0000 $19.00 $1.0000 $19.00 Total $20,731.27 $22,935.87 Cost Difference $2,204.60 Scenario82: New Process, New Pricing Service Description Quanti Current Fee Current Sub New Fee New Sub 7640 -Credit Posted- Electronic 5,943 $0.2000 $1,188.60 $0.1500 $891.45 7641 -Debit Posted- Electronic 3,692 $0.2000 $738.40 $0.1500 $553.80 1014 - Account Statement -Paper 24 $25.0000 $600.00 $10.0000 $240.00 2742 - ACH Credit Originated- ACCESS 47,387 $0.0400 $1,895.48 $0.0300 $1,421.61 2744 - ACH Debit Originated - ACCESS 212 $0.0400 $8.48 $0.0300 $6.36 2732 - elockbox File Processing 250 $10.0000 $2,500.00 $6.0000 $1,500.00 5489 - eLOCkbox Maintenance 12 $50.0000 $600.00 $25.0000 $300.00 5490 - eLOCkbox Transaction Received 36,006 $0.1000 $3,600.60 $0.0400 $1,440.24 5491 - eLOCkbox Transaction Reformat 36,006 $0.0500 $1,800.30 $0.0200 $720.12 746 -ICL On US Premium 21,209 $0.0500 $1,060.45 $0.0400 $848.36 6041 - ACCESSAccounts Reported 52 $35.0000 $1,820.00 $15.0000 $780.00 1482 - Vault Deposti Std Strap - Note 170,853 $0.0060 $1,025.12 $0.0040 $683.41 1486 - Vault Dep NOnStd Strap - Note 98,100 $0.0016 $156.96 $0.0100 $981.00 1506 - Vault Dep Partial or Mixed Bag (Coin) 1,623 $1.0000 $1,623.00 $3.0000 $4,869.00 1525 - Vault Deposit Std Coin Bag 2,434 $1.0000 $2,434.00 $1.0000 $2,434.00 Total $21,051.39 $17,669.35 Cost Difference ($3,382.04) Page 17 JY Morgan 55E -112 PROPOSER'S NAME: COST /BID PROPOSAL FORM - RFP No. 16 -111 Banking Services - Cost /Bid Proposal J.P. Morgan Complete Attachments 6A & 6B City of Santa Ana Bank Analysis Statistics (12 Month Totals Ending July 2016 ) ATTACHMENT 6 1. Enter Proposer's Annual Cost /Bid Unit Pricing by AFP Service Code (6A & 6B). 2. Compute and Enter Extended Unit Price Subtotals & Combined Total (6B). The Work is to be done in strict conformity with the Agreement Bec-afents -(as defined in Attachment 2 as modified by the Ban k)'E)F the following sum amounts reflected in Attachments 6A and 6B. Attach - Completed Mandatory ATTACHMENTS 6A & 6B showing Proposer's Cost /Bid Proposal Unit Pricing by AFP Service Code together with Extended Unit Price Subtotals & Combined Total based on City of Santa Ana Bank Analysis Statistics.* [Download, Complete and Return City of Santa Ana Annual Bank Analysis Statistics (12 Month Totals Ending July 2016) Spreadsheet.] * Mandatory Attachments 6A & 6B may be combined with a Proposer's supplemental Cost /Bid Proposal Statement addressing variable pricing factors and terms for requested or proposed ancillary services, etc. If awarded the Agreement, the undersigned agrees to sign a contract that incorporates the documents that comprise said Agreement(as defined in Attachment 2, as modified by the Bank) and ' F °h the n° r surety bands apd insurance certificates within thirty (30) days after receipt of the notice of award of Agreement, and to begin work when directed by the City. It is understood that this Cost /Bid Proposal is based upon completion of work commencing on the date set forth in the Agreement issued by the City to the Proposer. In determining the amount bid by each bidder, the City shall disregard mathematical errors in addition, subtraction, multiplication, and division that appear obvious on the face of the Proposal. When such a mathematical error appears on the face of the Proposal, the City shall have the right to correct such error and to compute the total amount bid by said bidder on the basis of the corrected figure or figures. When an item price is required to be set forth in the Proposal, and the total for the item set forth separately does not agree with a figure which is derived by multiplying the item price times the Project Coordinators' estimate of the quantity of work to be performed for said item, the item price shall prevail over the sum set forth as the total for the item unless, in the sole discretion of the City City of Santa Ana - Banking Services Page 26 55E -113 such a procedure would be inconsistent with the policy of the bidding procedure. The total paid for each such item of work shall be based upon the item price and not the total price. Should the Proposal contain only total price for the item and the item price is omitted, the City shall determine the item price by dividing the total price for the item by the Project Coordinator's estimate of the estimated quantities of work to be performed as items of work. The undersigned has checked carefully all of the foregoing figures and understands that the City of Santa Ana will not be responsible for any errors or omissions on the part of the undersigned in making up this Cost /Bid Proposal. If the bidder is a corporation, the Cost /Bid Proposal must be executed in the name of the corporation and must be signed by a duly authorized officer of the corporation or a national bank. If the bidder is a limited liability company, the Cost /Bid Proposal must be executed in the name of the company and must be signed by a duly authorized managing member of the company. If the bidder is a partnership or co- partnership, the Cost /Bid Proposal must be executed in the name of the partnership / co- partnership and one of the partners / co- partners must subscribe their signature thereto as the authorized representative of the partnership or co- partnership. If the bidder is a joint venture, the Cost /Bid Proposal must be executed in the name of the joint venture and must be signed by a duly authorized representative of the joint venture. PROPOSER: J.P. Morgan Signature Print Name Kerwin P. Deese Address 3 Park Plaza, Floor 09 Telephone (949) 833 -4061 Tax ID Numbers - Federal Date Title Vice President City Irvine State CA Zip 92614 _ Fax (949) 833 -4737 Email Kerwin.P. Deese @jpmorgan.com 13- 4994650 13- 4994650 State City of Santa Ana Business License Tax Certificate Number [Business License Tax Certificate No. must be provided odor to final issuance of Banking Services Agreement] City of Santa Ana— Banking Services Page 29 55E -114 ATTACHMENT BA RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending 3uly 2016) PRODUCT LINE AND DESCRIPTION ASS SERVICE CODE VOLUME UNIT PRICE(I) E%PRISEDUNR ..PRICE (81. JPRODUCT LINE AND DESCRIPTION SERVICE �; CODE VOLUME. UNITPRIOt Ho E%TEICEGUNR PRIOR($)' ACCOUNT SERVICES BANKING CENTER SERVICES ACCOUNT MAINTENANCE 010000 52 $3.5000 $ 1922.00 BRANCH CREDITS POSTED 1100000 1470 50,7500 1 5 352,50 CASH CONCENTRATION MAINTMASTER 010020 12 $2,0000 $ 24.00 BRANCH ORDER CURRENCY STRAP 110004A 1166 11101500 $ 41.50 CASH CONCENTRATION MAINT SUB 010021 12 SC.0000 $ 14,M BRANCH ORDER PROOFS BED 100040 43 S30o00 $ e9.W DEBIT - POSTED ELECTRONIC 010100 3,682 $0.1500 $ 55300 BRANCH DEPOSIT ADJUSTMENT 100500 1 50.000 5 CREDIT POSTED. ELECTRONIC 010101 5,643 $0,500 $ 891,45 DEPOSITORY SERVICES STATEMENTCYCLES 010307 24 $25000 $ 60.00 STATEMENT CYCLES ENHANCED 010307 24 $3 .7500 $ 9DM CREDITS POSTED 010101 1,080 504209 _ $ 932.38 ACCOUNT STATEMENT PAPER 010310 4 000600 $ 40.00 ICL DEPOSIT STANDARD 100200 309 $00000 $ 11970 POST NO CHECKS MAINTENANCE 15008 16 $30000 $ 49.00 IOLDEPOSREARLY 100200 1,148 5031100 $ 34440 VAULTSERVICES CHECK DEPOSITED ON US 100220 0,070 POOL,. $ 122.90 CHECK DEPOSITED- TRANSIT 100224 18,400 $ODCO, ' $ 1,109.90 VAULT DEPOSIT 100100 1,082 $05900 $ 1,090.10 RETURN ITEM 100400 445 50A001 $ 1,]90.00 VAULT DEPOSIT ROLLED COIN HOD! 10 6 $02000 $ 130 RETURN DETAIL REPORTING 100411 445 $p 3000 5 133.50 VAULT DER PARTIAL OR MIXED BAG 100111 4,038 $97000 $ 12,114.00 RETURN - EMAIL NOTIFICATION 100419 535 $1,0000 $ 53500 VAULT DEPOSIT STD COIN BAG 100113 19 $10000 $ 19.00 IMAGE GROUP ONE 999999 69,562 500300 $ 2,08606 VAULT DEP NON STD STRAP - NOTE 100114 170,863 $09100 $ 1,70833 ON -US STANDARD 099099 2,112 $0.0300 $ L336 VAULT DEPOSIT STD STRAP - NOTE 100115 98,100 $0.0040 $ 39240 3RD PERIOD ONE 099099 2 $018000 1,00 VAULT ORDER CU RRENCY STD STRAP 10014A 204 $0.2500 e $ 51.00 FILE TRANSMISSION REG: VPN 999099 1,54] $1.1035 $ 1,000,00 VAULT STANDARD ORDEH3 100141 37 $2,0000 $ 14.00 IMAGEGROUPTWO 999999 25,422 $0.000 $ 762 b9 VAULT ORDER- COIN ROLL BOX 100146 1,800 $07800 $ 144.o01MAGEGROUPTWO TIERS 999909 1L72 $0.0300 $ 11E VAULT ORDER GUAR NON STD STRAP 1100148 1,830 $00250 $ 45.75 ON US PREMIUM 999999 21,200 $60400 $ 849.36 VAULT DEPOSIT ADJUSTMENT 100501 94 $5.0,700 $ 470001MAGEGROUPONE PERIODTWO 999999 40,792 MOW $ 1,223976 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 8 $5:0000 $ 4000 IMAGE QUALITY SUSPECT ITEMS 999999 163 $0.2500 5 40,]5 VAULT ORDER SUPPLIER 10008 2 P1mg111Y qh $ NON-0ONFORMING IMAGE ITEMS 990999 199 $20000 $ 398.00 DISBURSEMENT SERVICES RECONCILIATION SERVICES CHECK I DEBIT POSTED 010100 16,078 $07300 $ 5MG4 POSITIVE PAY MAINTENANCE 150030 24$00000 $ STOP PAYMENT - ELECTRONIC 150410 125 927000 $ 250.00 EXCEPTION ITEM 150300 36$20000 $ 7,00 CHECK CASHING NON-AOOT HOLDER 160501 105 00000 $ CHECK EXCEPTION RETURN 150320 6$5.0000 $ 3000 STOP PAYMENT AUTOMATIC RENEWAL 150610 249 $2.0000 $ 498.00 IMAGE CAPTURE PER ITEM 151351 21,8]]$00500 $ 3,79395 PWS EXCEPTION NOTIFACCT 150721 24 $0:0000. $ CD ROM 151353 12$508700. $ 120.00 DELUXE 3RD PARTY PRINT SVCS 150810 1 NAeIhlwh $ CD ROM MAINTENANCE 151353 1250.0000 $ IMAGE STORAGE PER ITEM 151300 21,877 $00200 $ 437.54 FULL RECONCILEMENT MAINT 200010 24$200000 $ 48000 PWS CHECK INQUIRY MAINTENANCE 151710 24 $0.0000 $ FULL RECONCILEMENT PER ITEM 200110 15,8]8$0,0300 $ 56034 DATA DOWNLOAD 200201 38 $0;0000 $ DATA ENTRY - MANUAL 200210 27$2 ,0000 '$ 54,00 1 OWN RECON REPORT /STMT MA 200308 24 $0;0000 5 OUTPUT FILE 200301 262 0-0000 5 I 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 19,015.11 6A EXTENDED UNIT PRICE SUBTOTAL 2 $ 15,532.68 55E -115 RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending Iuly 2016) ELOCKBOX MAINTENANCE 050030 12 $25.0000 5 300.00 ELECTRONIC FED DEBIT SIT 350104 173 $65000 $ 1,12450 ELOCKBOX TRANSACTION RECEIVED 050030 36,006 $00400 5 1440.24 ELECTRONIC BOOK DEBIT S/ 350124 20 $7.0000 1,358.00 ELOCKBOX TRANSACTION REFORMAT 050311 36,006 $00200 $ ]2012 FED CREDIT SR 350300 194 $7.0000 $ 1,359.00 TRANS REVIEW MAINTENANCE 250000 22 $120000 5 264.00 BOOKCREDIT 360320 4 $3.0000 $ 12.00 ACH MAINTENANCE 260000 12 $10,0000 $ 120.00 FW SURCHARGE $10 MILLION +DIG 360531 8 $01400 5 1.12 ACH MAINTENANCE 250000 59 .10.0000 $ 590.00 REPETITIVE INSTRUCTION STOP 350551 52 $0.0000 $ DEBIT ORIGINATED - SYSTEM 250100 212 $0.0300 5 6.36 ONLINE ACCOUNT MAINTENANCE CREDIT ORIGINATED SYSTEM 250101 47387 $00300 $ 1,421.63 ADDENDA RECORD ORIGINATED 250120 354 $0.0300 $ 10.62 CLIENT MAINTENANCE 408899 12 $40.0000 $ 490,00 DEBIT RECEIVED 260200 3,220 $000A0 $ ACCOUNT MAINTENANCE 409999 52 $15.0000 $ 1,920.00 CREDIT RECEIVED 250201 569 $0,0000 $ TRANS REPORTED -45 DAY 1 409999 1 33,490 $04500 $ 1674.50 RETURNITEM 250302 40 $4.0000 5 160.00 EXTENDED TRANSACTION DETAIL 1 409898 1 99,730 $9,00% ELOCKBOX RETURN ELECTRONIC 250302 20 $2.5000 $ 70.00 PREMIUM ASSESSMENT FEE RETURN NOTIFICATION ONLINE M0400 38 $10000 $ 3900 NOTIF OF CHANGE ONLINE 260400 30 $0.0000 $ als $ 2],1]650 PREMIUM ASSESSMENT FEE 000230 256,344,230 S9 BaO` [ POlnts `Ahtl DEBIT BLOCK MAINTENANCE 251050 261 30000 $ 7800 ACH ADA AUTHORIZED IO 251051 245 $0.20005 49.00 NOTIFICATION OF CHANGE 25107 39 $4.9000 $ 156.00 ELOCKBOX FILE PROCESSING 259925 250 $6.0000 $ 1500,00 6B EXTENDED UNIT PRICE SUBTOTAL 3 $ 6,924.95 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 35,004.62 COMPUTE COMBINED EXTENDED UNIT PRICE TOTAL 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 6A EXTENDED UNIT PRICE SUBTOTAL 2 5 6B EXTENDED UNIT PRICE SUBTOTAL 3 $ 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ COMBINED EXTENDED UNIT PRICE TOTAL 5 3.P. MORGAN SERVICE FEE CREDIT $ 19,815.11 15,532.68 6,924.95 35,004.62 ]],2]].36 (3,333.33) (YEAR I OF 3 YEAR CREDIT( LUSIVE OF CREDIT TO BE APPLIED TO ANALYSIS $ 73,944.D3 55E -116 JT Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price ACCOUNT SERVICES 250102 $0.0000 ACCOUNT MAINTENANCE 010000 $3.5000 ACCT MAINT - INT ADJ BAL 010010 $150.0000 STATEMENT CYCLES 010307 $2.5000 ACCOUNT STATEMENT - PAPER 010310 $10.0000 STATEMENT CYCLES - ENHANCED 010307 $3.7500 ACCT MAINT - LIO MGMT 010010 $100.0000 DDA IMAGE STATEMENTS 010320 $0.0000 STATEMENT PHOTOCOPY 010320 $25.0000 AUDIT CONFIRMATIONS 010630 $0.0000 ARP PAID ITEM RETURN CREDIT 010101 $0.0000 ONLINE AUDIT CONFIRMATIONS 010630 $0.0000 CHECK IMAGE REQUEST 151352 $10.0000 CHECK IMAGES RETRIEVED 151352 $0.0500 OD NETTING MONTHLY MAINT FEE 600410 $50.0000 OVERDRAFT NSF ITEM RETURNED 150340 $38.0000 OVERDRAFT NSF ITEM PAID 150341 $38.0000 POST NO CHECKS MAINTENANCE 150OZZ $3.0000 CASH CONCENTRATION MAINTMASTER 010020 $2.0000 CASH CONCENTRATION MAINT SUB 010021 $2.0000 CREDIT POSTED - ELECTRONIC 010101 $0.1500 DEBIT POSTED - ELECTRONIC 010100 $0.1500 AUTOMATED CLEARING HOUSE TRANS REVIEW MAINTENANCE 250000 $12.0000 TRANS REVIEW FILTER EXCEPTION 250102 $0.0000 TRANS REVIEW REJECT - MANUAL 250302 $5.0000 PAYSOURCE ORIGINATED ITEM 250102 $0.1300 ACH MAINTENANCE 250000 $10.0000 CREDIT ORIGINATED 250101 $0.1300 DEBIT ORIGINATED 250100 $0.1300 DELETION /REVERSAL - MANUAL 250620 $30.0000 CREDIT RECEIVED 250201 $0.0000 DEBIT RECEIVED 250200 $0.0000 RETURN ITEM 250302 $4.0000 NOTIFICATION OF CHANGE 251070 $4.0000 RETURN NOTIFICATION - ONLINE 250400 $1.0000 NOTIF OF CHANGE - ONLINE 250400 $0.0000 ELOCKBOX FILE PROCESSING 259925 $6.0000 CREDIT ORIGINATED - JPM ACCESS 250101 $0.0300 59f 1fT7 J P.Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price DEBIT ORIGINATED - JPM ACCESS 250100 $0.0300 JPM ACCESS ACH MAINTENANCE 250000 $10.0000 ELOCKBOXC RETURN - ELECTRONIC 250302 $2.5000 ELOCKBOX NOC - ELECTRONIC 251070 $2.5000 DELETION /REVERSAL - ELEC 250620 $5.0000 ACH BATCH /FILE PROCESSED 250501 $15.0000 ADDENDA RECORD ORIGINATED 250120 $0.0300 NOTIF OF CHANGE - EMAIL 251070 $1.5000 RETURN NOTIFICATION - EMAIL 250400 $1.5000 NOTIF OF CHANGE - FAX 251071 $5.0000 RETURN NOTIFICATION - FAX 250401 $5.0000 ELOCKBOX IMPLEMENATION 251000 $1,000.0000 DEBIT BLOCK MAINTENANCE 251050 $3.0000 ACH ADA AUTHORIZED ID 251051 $0.2000 ELOCKBOX MAINTENANCE 050300 $25.0000 ELOCKBOX TRANSACTION RECEIVED 050300 $0.0400 ELOCKBOX TRANSACTION REFORMAT 050311 $0.0200 ELOCKBOX RETURN - MANUAL 050530 $12.0000 ELOCKBOX ADDENDA RECEIVED 250220 $0.0200 ELOCKBOX TRN REPAIR MAINT 999999 $95.0000 ELOCKBOX TRN REPAIR ITEM EDIT 999999 $0.5000 ACH ORIGINATED SAME DAY CREDIT 250101 $0.5000 ACH ORIGINATED SAMY DAY DEBIT 250101 $0.5000 ACCESS ACH CREDIT - SAME DAY 250101 $0.7500 TRANSACTION SUMMARY REPORT 250702 $10.0000 UPIC (ACH) PER ITEM CHARGE 050300 $0.2500 UPIC (ACH) MONTHLY MAINTENANCE 050030 $28.0000 BRANCH CENTER SERVICES BRANCH CREDITS POSTED 100000 $0.7500 BRANCH DEPOSIT - IMMEDIATE VERIF 100000 $0.0030 BRANCH DEPOSIT - BAGGED COIN 100012 $7.5000 BRANCH ORDER - COIN ROLL 100044 $0.1000 BRANCH ORDER CURRENCY STRAP 10004A $0.2500 BRANCH DEPOSIT IN NON STD BAG 100099 $2.0000 BRANCH DEPOSIT - POST VERIF 100007 $0.0018 BRANCH DEPOSIT ADJUSTMENT 100500 $0.0000 BRANCH ORDER PROCESSED 100040 $2.0000 DEPOSITORY SERVICES CREDITS POSTED 010101 $0.4709 5 &E?'�11 8 JY Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template. Service Description AFP Code Unit Price CHECKS DEPOSITED - ON US 100220 $0.0400 CHECKS DEPOSITED - TRANSIT 100224 $0.0600 IMAGE GROUP ONE 100214 $0.0300 ON US STANDARD 100210 $0.0300 IRD PERIOD ONE 100214 $0.5000 FILE TRANSMISSION REC. - VPN 100210 $150.0000 IMAGE GROUP TWO 100214 $0.0300 IMAGE GROUP TWO - TIER 2 100214 $0.0300 DEPOSIT CORRECTION 100230 $7.5000 ON US PREMIUM 100210 $0.0400 IMAGE GROUP ONE - PERIOD TWO 100214 $0.0300 ICL DEPOSIT STANDARD 100200 $0.3000 IMAGE QUALITY SUSPECTS 999999 $0.2500 NON - CONFORMING IMAGE ITEMS 999999 $2.0000 ICL DEPOSIT EARLY 100200 $0.3000 RETURN ITEM 100400 $4.0000 RETURN MULTIPLE LOCATIONS 100430 $0.6000 RETURN ALTERNATE ADDRESS 100401 $2.0000 RETURN FAX COPY 100415 $2.0000 RETURN DETAIL REPORTING 100411 $0.3000 RETURN ITEM REDEPOSIT 100402 $8.0000 RETURN - EMAIL NOTIFICATION 100419 $1.0000 DISBURSEMENT SERVICES CHECK PHOTOCOPY RETRIEVAL 010610 $20.0000 CHECK CASHING NON -ACCT HOLDER 150501 $0.0000 CHECK / DEBIT POSTED 010100 $0.0300 PAPER CHECK RETURN 159999 $0.1500 STOP PAYMENT - MANUAL 150420 $35.0000 STOP PAYMENT- ONLINE 150410 $20.0000 OFFICIAL CHECKS 150511 $10.0000 STOP PAYMENT AUTOMATIC RENEWAL 150412 $2.0000 DELUXE 3RD PARTY PRINT SVCS 150810 Pass - through IMAGE TRANSMISSION PER ITEM 151351 $0.0300 IMAGE TRANSMISSION PER TRANS 151354 $100.0000 IMAGE STORAGE PER ITEM 151351 $0.0200 PAYABLES WEB SERVICE CHECK INQUIRY MAINTENANCE 151710 $0.0000 PWS RECON REPORT /STMT MAINT 200306 $0.0000 PWS IMAGING MAINTENANCE 151350 $0.0000 PWS EXCEPTION NOTIF -ACCT 150030 $0.0000 PWS RPP EXCEPT REVIEW MAINT 150031 $30.0000 591 =3 11 9 JT Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template. Service Description AFP Unit Code Price PWS EXTENDED REPORT RETRIEVAL 999999 $0.0000 PWS REVERSE POSPAY EXCEPTIONS 999999 $0.0000 STOP PAYMENT - ELECTRONIC 150410 $2.0000 DATA DOWNLOAD 200306 $0.0000 IMAGE RETRIEVAL PER RETRIEVE 151352 $3.0000 PWS IMAGE RETRIEVAL >91 DAY 151352 $5.0000 CONTROLLED DISB ACCT MAINT 150000 $150.0000 CONTROLLED DISB CHECK POSTED 150110 $0.2500 CONTROLLED DISB FUNDING 010112 $0.4000 CHECK PRINT MAINTENANCE 150040 $50.0000 1 -1,000 - $0.5000 CHECK PRINT PER ITEM 151810 1,000+ - 0.3500 CHECK PRINTING NON JPM 151810 $1.0000 CHECK PRINTING STMT PRINT 151830 $1.0000 CHECK PRINTING ADDL PAGE 151830 $0.2000 PRINT OUTSOURCING ADVICE PRINT 151870 $1.0000 PWS CHECK PRNT CASHIER'S CHECK 151810 $4.0000 PWS CHECK PRINT DIRECT ENTRY 151810 $2.0000 CHECK PRINT ONLINE MAINT 150040 $75.0000 TS PRNT OUTSRCING SETUP 151880 $5,000.0000 CHECK PRINT MANUAL PULL 151820 $35.0000 CHECK PRINT REGISTER FILE 151800 $10.0000 CHECK PRINT INSERT 151870 $0.0100 CHECK PRINT INPUT FILE 151800 $10.0000 CHECK PRINT FILE UPLOAD 151800 $10.0000 CHECK PRINT POSTAGE 151850 $0.4011 CHECK PRINT FOREIGN POSTAGE 151850 $0.8670 PRINT OUTSOURCING ENVELOPES 151870 $0.1300 PRINT OUTSOURCING SHIPPING BOX 151870 $2.3500 FUNDS TRANSFER SERVICES FW SURCHARGE POST 5PM RECEIPT 350599 $0.2600 FW SURCHARGE $10 MILLION + D/C 350599 $0.1400 ELECTRONIC BOOK DEBIT S/T 350124 $2.0000 ELECTRONIC FED DEBIT S/T 350100 $6.5000 ELECTRONIC FED DEBIT REPAIR 350102 $14.5000 ELECTRONIC CHIP DEBIT S/T 350110 $12.0000 BANK INITIATED FED DEBIT 350220 $200.0000 BANK INITIATED ACCOUNT DEBIT TRANSFER 350220 $200.0000 REPETITIVE INSTRUCTION STORAGE 350551 $0.0000 FED TRANSFER FEE 350599 $0.0000 55T=-1 --4 t20 J.P. Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price CHIPS MESSAGE FEE 350599 $0.0000 BOOK CREDIT 350320 $3.0000 FED CREDIT S/T 350300 $7.0000 FED CREDIT REPAIR 350330 $14.5000 CHIPS CREDIT S/T 350300 $12.0000 MAIL DEBIT ADVICE 350412 $5.0000 MAIL CREDIT ADVICE 350412 $5.0000 DRAWDOWN FED DEBIT 350521 $16.2500 AUTOMATED PHONE INQUIRY 350560 $0.0000 INVESTIGATION ADVICE - ALL 350402 $0.0000 INV TRANSACTION - NOT CHARGED 359999 $0.0000 INTERNATIONAL SERVICES DEPOSITED CHECK - CANADIAN 609999 $5.0000 FOREIGN CHECK DEPOSIT (GROUP 1) 609999 $15.0000 FOREIGN CHECK DEPOSIT (GROUP 2) 609999 $15.0000 FOREIGN CHECK RETURN (CAD) 609999 $25.0000 FOREIGN CHECK COLLECTION RETURN 609999 $20.0000 JPMORGAN ACCESS MONTHLY SERVICE 400610 $40.0000 ACCOUNT MAINTENANCE 40044Z $15.0000 TRANS REPORTED - 45 DAY 40066Z $0.0500 EXTENDED TRANSACTION DETAIL 40066Z $0.0000 ACCESS ACCOUNT TRANSFER MAINT 400699 $0.0000 ACCT TRANSFER MAINT 400699 $2.2500 JPMORGAN ACCESS MOBILE 150300 FREE RECONCILIATION SERVICES FULL RECONCILIATION - PER ITEM 200110 $0.0300 FULL RECONCILIATION - MAINT 200010 $20.0000 PARTIAL RECONCILIATION - MAINT 200020 $10.0000 PARTIAL RECONCILIATION - PER ITEM 200120 $0.0150 PAYEE NAME VERIFICATION 150122 $0.0300 POSITIVE PAY MAINTENANCE 150030 $0.0000 EXCEPTION ITEM 150300 $2.0000 PP NON RECON MAINTENANCE 150030 $8.0000 ISSUE INPUT WITHOUT RECON 200201 $1.0000 POS PAY WITHOUT RECON ITEMS 150120 $0.0000 ISSUE INPUT FILE WITH RECON 200201 $3.0000 CHECK EXCEPTION RETURN 150320 $5.0000 JYMorgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price OUTPUT FILE 200301 $0.0000 EXCESSIVE ARP REJECTS 200210 $0.1500 DATA ENTRY - MANUAL 200210 $2.0000 ARP CUSTOM REPORT 200324 $0.0000 CD ROM 151353 $10.0000 CD ROM MAINTENANCE 151353 $0.0000 DEPOSIT RECON MAINTENANCE 100600 $60.0000 DEPOSIT RECON ITEMS 100610 $0.1000 ARP SHIPPING PREP FEE 1512ZZ $25.0000 IMAGE CAPTURE PER ITEM 151351 $0.0500 CORPORATE QUICK PAY CORPORATE QUICK PAY PROGRAM MAINTENANCE 250000 $150.0000 CORPORATE QUICK PAY PAYMENTS DECLINED /EXPIRED 250101 $0.2000 CORPORATE QUICK PAY PAYMENTS ACCEPTED 250101 $0.7500 VAULT SERVICES VAULT DEPOSIT 100100 $0.5500 VAULT DEPOSIT PER $1,000 100112 $1.0000 VAULT DEPOSIT RECEIPT MAILERS 100154 $0.7500 VAULT EMAIL NOTIFICATION 100154 $0.5000 VAULT DEPOSIT ROLLED COIN 100110 $0.2000 VAULT ORDER COIN ROLLS 100144 $0.1200 VAULT ORDER - COIN ROLL BOX 100115 $0.0800 VAULT DEPOSIT STD STRAP - NOTE 100115 $0.0040 VAULT DEPOSIT NON STD STRAP - NOTE 100114 $0.0100 VAULT DEPOSIT IN NON STD BAG 100199 $1.0000 VAULT STANDARD ORDERS 100141 $2.0000 VAULT ORDER CURRENCY STD STRAP 10014A $0.2500 VAULT EXPEDITED SPECIAL ORDERS 100143 $25.0000 VAULT ORDER CURR NON STD STRAP 100148 $0.2500 VAULT DEP PARTIAL OR MIXED BAG 100111 $3.0000 VAULT DEPOSIT STD COIN BAG 100113 $1.0000 VAULT ENVELOPE DEPOSIT VERIF 100104 $1.0000 VAULT ACTIVITY REPORT FAXED 100199 $25.0000 VAULT ORDER SUPPLIES 1 008Z PASSTHROUGH VAULT DEPOSIT ADJUSTMENT 100501 $5.0000 VAULT DEPOSIT ADJUSTMENT NOTIF 100520 $5.0000 WEB CUR SVCS - DEPOSIT DETAILS 100199 $1.0000 WEB CUR SVCS - VAULT TREND REPORT 100199 $2.0000 56E21'12 J.P.Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Unit Code Price BANKING SERVICES SUPPLIES PASSTHROUGH SCANNABLE LOCKBOX (SNLB) SNLB SCANNABLE ITEM 050101 $0.3000 SNLB OCR DOCUMENT 050122 $0.0200 SNLB SORT MANUAL 050113 $0.2000 SNLB BALANCING 05011P $0.1000 SNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 WHOLESALE LOCKBOX (WNLB) LOCKBOX - MAINT 050001 $150.0000 WNLB ADDITIONAL DAILY DEPOSIT 050302 $25.0000 WEEKEND PROCESSING 050136 $50.0000 WHOLESALE ITEM 050100 $0.5000 UNPROCESSABLE ITEM 050530 $0.3000 NO CHECK ITEM 05011 M $0.4000 CHECK CLEARING 10021Z $0.1100 INCOMING COURIER PACKAGE 05011P $25.0000 CASH PROCESSING 05013B $10.0000 WNLB CREDIT CARD AUTHORIZATION 05013A $2.0000 CHECK MICR CAPTURE 050121 $0.0250 DATA CAPTURE 050126 $0.0120 PAPER DELIVERY PREP 05011L $0.3200 OUTGOING PACKAGE PREP 05041Z $25.0000 POSTAGE 050410 $0.4010 DOCUMENT IMAGE CAPTURE 05011 R $0.1500 CUSTOMIZED PROGRAMMING FEE PER HOUR(Ifappticabie) 050137 $150.0000 WNLB SPECIAL PROCESSING MAINT 05011P $100.0000 GROUPS /SORTS- SIMPLE 050112 $0.1000 WNLB GROUPS /SORTS - COMPLEX 050113 $0.2000 WNLB BALANCING 05011P $0.1500 SPECIAL HANDLING OTHER 05011 P $0.3500 FOREIGN ITEMS SENT FOR COLL 050105 $10.0000 DEPOSIT PREPARATION 050301 $2.0000 LOCKBOX IMPLEMENTATION FEE $4,400.0000 RECEIVABLES EDGE IMAGE ARCHIVE AND SERVICE CLOSED LBX IMAGE VIEWING 050005 $20.0000 DOCUMENT IMAGE CAPTURE 05011 R $0.1500 SNLB OCR DOC IMAGE CAPTURE 05011 R $0.0800 59t =123 J.P.Morgan City of Santa Ana - Comprehensive Fee Sheet Items identified in RED are mapped to services as outlined in the City's bid pricing template Service Description AFP Code Unit Price SPECIAL IMAGE HANDLING 05011R $0.2000 VIRTUAL MONTHLY MAINT 101300 $100.0000 VIRTUAL REMIT ITEM 101320 $0.5000 VIRTUAL REJECT (AUTO) 050530 $0.1500 VIRTUAL REJECT (MANUAL) 050530 $1.0000 REC EDGE MAINT- CHK/DOC 050005 $150.0000 EXTENDED IMAGE STORAGE 050428 $0.0050 LONG TERM STORAGE - CHECK 050620 $0.0300 LONG TERM STORAGE - B &W DOC 050620 $0.0600 WNLB ALERTS 011021 $0.0000 REMITTER MGMT MAINT 059999 $25.0000 WNLB MICR ENHANCEMENT 050121 $0.0500 REC EDGE ADD'L REPORT 05031Z $25.0000 CLIENT SUPPLEMENTAL DATA ENTRY 059999 $0.0500 REMITTER RECORD STORG 059999 $0.0200 WNLB RETURN ITEM MAINTENANCE 100416 $25.0000 VIRTUAL REMIT OCR ITEM 101320 $0.3500 WNLB INBOUND TRANS MAINT 050400 $100.0000 ONLINE DECISION MGR MAINT 050006 $150.0000 RECEIVABLES PRESENTMENT MAINT 409999 $60.0000 LONG TERM STORAGE NON -IMG PYMT 050620 $0.0300 DATA TRANS MAINTENANCE 050400 $100.0000 DATA TRANSMISSION ITEM 050401 $0.0300 IMAGE TRANSMISSION MAINTENANCE 050420 $100.0000 IMAGE TRANSMISSION PAGE 050420 $0.0300 J.P. MORGAN SERVICE FEE CREDIT $10,000.0000 55E-124 1 Pro Forma Analysis RFP #16.111 Banking Services Prepared for City of Santa Ana J P Morgan Service Analysis* Number of Unit Charge For Service Description Units Price Service ACCOUNT SERVICES 470 $0.7500 $352.50 ACCOUNT MAINTENANCE 52 $3.5000 $182.00 STATEMENT CYCLES 24 $2.5000 $60.00 ACCOUNT STATEMENT - PAPER 4 $10.0000 $40.00 STATEMENT CYCLES - ENHANCED 24 $3.7500 $90.00 ACCT MAINT -LIQ MGMT 12 $100.0000 $1,200.00 ARP PAID ITEM RETURN CREDIT 1 $0.0000 $0.00 POST NO CHECKS MAINTENANCE 16 $3.0000 $48.00 CREDIT POSTED- ELECTRONIC 5,943 $0.1500 $891.45 DEBIT POSTED - ELECTRONIC 3,692 $0.1500 $553.80 CASH CONCENTRATION MAINTMASTER 12 $2.0000 $24.00 CASH CONCENTRATION MAINT SUB 12 $2.0000 $24.00 Subtotal 1,547 $1.1635 $3,113.25 AUTOMATED CLEARING HOUSE 25,422 $0.0300 $762.66 TRANS REVIEW MAINTENANCE 22 $12.0000 $264.00 ACH MAINTENANCE 12 $10.0000 $120.00 CREDIT RECEIVED 5,690 $0.0000 $0.00 DEBIT RECEIVED 3,220 $0.0000 $0.00 RETURN ITEM 40 $4.0000 $160.00 NOTIFICATION OF CHANGE 39 $4.0000 $156.00 RETURN NOTIFICATION - ONLINE 39 $1.0000 $39.00 NOTIF OF CHANGE - ONLINE 38 $0.0000 $0.00 ELOCKBOX FILE PROCESSING 250 $6.0000 $1,500.00 CREDIT ORIGINATED - JPM ACCESS 47,387 $0.0300 $1,421.61 DEBIT ORIGINATED - JPM ACCESS 212 $0.0300 $6.36 JPM ACCESS ACH MAINTENANCE 59 $10.0000 $590.00 ELOCKBOX RETURN - ELECTRONIC 28 $2.5000 $70.00 DELETION / REVERSAL - ELEC 1 $5.0000 $5.00 ADDENDA RECORD ORIGINATED 354 $0.0300 $10.62 DEBIT BLOCK MAINTENANCE 26 $3.0000 $78.00 ACH ADA AUTHORIZED ID 245 $0.2000 $49.00 ELOCKBOX MAINTENANCE 12 $25.0000 $300.00 ELOCKBOX TRANSACTION RECEIVED 36,006 $0.0400 $1,440.24 ELOCKBOX TRANSACTION REFORMAT 36,006 $0.0200 $720.12 Subtotal $6,929.95 BANKING CENTER SERVICES BRANCH CREDITS POSTED 470 $0.7500 $352.50 BRANCH ORDER - COIN ROLL 59 $0.1000 $5.90 BRANCH ORDER CURRENCY STRAP 166 $0.2500 $41.50 BRANCH DEPOSIT ADJUSTMENT 1 $0.0000 $0.00 BRANCH ORDER PROCESSED 43 $2.0000 $86.00 Subtotal $485.90 DEPOSITORY SERVICES CHECK DEPOSITED -ON US 3,070 $0.0400 $122.80 CHECK DEPOSITED - TRANSIT 18,480 $0.0600 $1,108.80 IMAGE GROUP ONE 69,562 $0.0300 $2,086.86 ON -US STANDARD 2,112 $0.0300 $63.36 IRD PERIOD ONE 0 $0.5000 $0.00 FILE TRANSMISSION REC.- VPN 1,547 $1.1635 $1,800.00 IMAGE GROUP TWO 25,422 $0.0300 $762.66 IMAGE GROUP TWO - TIER 2 11,172 $0.0300 $335.16 ON US PREMIUM 21,209 $0.0400 $848.36 55E -125 IMAGE GROUP ONE - PERIOD TWO 40,792 $0.0300 $1,223.76 ICL DEPOSIT STANDARD 399 $0.3000 $119.70 IMAGE QUALITY SUSPECT ITEMS 163 $0.2500 $40.75 NON - CONFORMING IMAGE ITEMS 199 $2.0000 $398.00 ICL DEPOSIT EARLY 1,148 $0.3000 $344.40 CREDITS POSTED 1,980 $0.4709 $932.38 RETURN ITEM 445 $4.0000 $1,780.00 RETURN DETAIL REPORTING 445 $0.3000 $133.50 RETURN - EMAIL NOTIFICATION 535 $1.0000 $535.00 Subtotal 12 $0.0000 $12,635.49 DISBURSEMENT SERVICES 21,877 $0.0500 $1,093.85 CHECK CASHING NON -ACCT HOLDER 105 $0.0000 $0.00 STOP PAYMENT AUTOMATIC RENEWAL 249 $2.0000 $498.00 DELUXE 3RD PARTY PRINT SVCS 1 Pass - through $0.00 CHECK / DEBIT POSTED 18,878 $0.0300 $566.34 IMAGE STORAGE PER ITEM 21,877 $0.0200 $437.54 PWS CHECK INQUIRY MAINTENANCE 24 $0.0000 $0.00 PWS RECON REPORT /STMT MAINT 24 $0.0000 $0.00 PWS EXCEPTION NOTIF -ACCT 24 $0.0000 $0.00 PWS EXTENDED REPORT RETRIEVAL 2 $0.0000 $0.00 STOP PAYMENT - ELECTRONIC 125 $2.0000 $250.00 DATA DOWNLOAD 36 $0.0000 $0.00 Subtotal $1,751.88 INTERNATIONAL SERVICES DEPOSITED CHECK - CANADIAN 1 $5.0000 $5.00 Subtotal $5.00 JPMORGAN ACCESS MONTHLYSERVICE 12 $40.0000 $480.00 ACCOUNTS REPORTED 52 $15.0000 $780.00 TRANSACTIONS REPORTED - 45 DAY 33,490 $0.0500 $1,674.50 EXTENDED TRANSACTION DETAIL 99,738 $0.0000 $0.00 Subtotal $2,934.50 OTHER CHARGES AND CREDITS MISCELLANEOUS SERVICES 1 $0.0000 $0.00 RESEARCH ADJUSTMENT DEBIT 1 $0.0000 $0.00 Subtotal $0.00 PREMIUM ASSESSMENT FEE PREMIUM ASSESSMENT FEE 1 $27,176.5000 $27,176.50 Subtotal $27,176.50 RECONCILIATION SERVICES FULL RECONCILEMENT - PER ITEM 18,878 $0.0300 $566.34 FULL RECONCILEMENT - MAINT 24 $20.0000 $480.00 POSITIVE PAY MAINTENANCE 24 $0.0000 $0.00 EXCEPTION ITEM 36 $2.0000 $72.00 CHECK EXCEPTION RETURN 6 $5.0000 $30.00 OUTPUT FILE 262 $0.0000 $0.00 DATA ENTRY - MANUAL 27 $2.0000 $54.00 CD ROM 12 $10.0000 $120.00 CD ROM MAINTENANCE 12 $0.0000 $0.00 IMAGE CAPTURE PER ITEM 21,877 $0.0500 $1,093.85 Subtotal _ $2,416.19 VAULT SERVICES VAULT DEPOSIT 1,982 $0.5500 $1,090.10 VAULT DEPOSIT ROLLED COIN 6 $0.2000 $1.20 VAULT ORDER - COIN ROLL BOX 1,800 $0.0800 $144.00 VAULT DEPOSIT STD STRAP - NOTE 98,100 $0.0040 $392.40 VAULT DEP NON STD STRAP - NOTE 170,853 $0.0100 $1,708.53 55E -126 VAULT STANDARD ORDERS 37 $2.0000 $74.00 VAULT ORDER CURRENCY STD STRAP 204 $0.2500 $51.00 VAULT ORDER CURB NON STD STRAP 11830 $0.0250 $45.75 *" VAULT DEP PARTIAL OR MIXED BAG 1623 $3.0000 $4,869.00 ** VAULT DEPOSIT STD COIN BAG 2434 $1.0000 $2,434.00 VAULT DEPOSIT ADJUSTMENT 94 $5.0000 $470.00 VAULT DEPOSIT ADJUSTMENT NOTIF 8 $5.0000 $40.00 VAULT ORDER SUPPLIES 2 Pass - through $0.00 Subtotal $11,319.98 WIRE - U.S. FW SURCHARGE $10 MILLION +D /C 8 $0.1400 $1.12 ELECTRONIC BOOK DEBIT S/T 20 $2.0000 $40.00 ELECTRONIC FED DEBIT SIT 173 $6.5000 $1,124.50 BANK [NIT. ACC.DEBIT TRANSFER 1 $200.0000 $200.00 REPETITIVE INSTRUCTION STORAGE 52 $0.0000 $0.00 FED TRANSFER FEE 32 $0.0000 $0.00 BOOK CREDIT 4 $3.0000 $12.00 FED CREDIT SIT 194 $7.0000 $1,358.00 ADVICE - NOT CHARGE 34 $0.0000 $0.00 Subtotal $2,735.62 Tokafchercie for services . 7T,603.2 ; * Volumes and Balances on this Pro Forma are estimated. Actual volumes and balances may be different, which will result in different charges than are specified above. * *Assumes an industry standard of 60% Partial or Mixed Bags and 40% Standard Coin Bags. J.P. Morgan will provide a retention credit of $10,000. 55E -127 Proposals must address all items set forth in Section TII "Scope of work and Time of Performance. " Additional information that your firm wishes to include must be clearly identified. The items must be addressed in the order in which they appear in Section III of this RFP. III Scope of Services The following banking services will be required and the inability to provide these services, except when stated within the service description as desired rather than being required, will eliminate the proposal from consideration. A. Collateralization, Ali balances are to be fully collateralized through the pool collateral system required under the State of California Financial Code Section 53630 et seq. JPMorgan Chase Bank, N.A. ( "Bank"), through its National Collateral Management Group ( "NCMG "), employs a Bank developed Corporate Collateral Management System (Coast), which provides daily monitoring of deposit balances and security value for collateralization purposes. Coast is reviewed daily (business day) by dedicated Collateral Managers for customer's collateral requirements. Collateral requirements are based upon the end -of -day ledger, deposit account (checking, savings, depository CD's) information (plus accrued interest if any), less applicable FDIC coverage if coverage for insured balances is appropriately waived, plus applicable margin (iio %). The end of day deposits balances are uploaded into Coast the following business morning from the Bank's deposit system. NCMG monitors the market value securities pledged to our customers and compares to the collateral requirements. In the event a market value reduction creates an under - collateralized position, additional securities will be pledged promptly. Collateral is Pooled for all Local Agency Government Customers The Bank follows the collateralization processes established by California law and procedures of the Local Agency Security Program (LASP) Administrator. Page 33 J P. M®ran 55E -128 Types u f Securities Pledged The Bank is pledging U.S. Treasury securities to secure Local Agency Deposits. The amount and types of collateral pledged are subject to change, but will comply with California Government Code (for local agency deposits, California Government Code §§ 53651, 53651.2, 53651.6 describes eligible collateral) and rules established by the LASP Administrator. Custodian for the Collateral Securities The Bank currently employs MUFG Union Bank as third -party custodian to hold collateral for the LASP. �r The Bank employs an independent, third -party pricing agent for collateral valuation. Dependent upon the types of securities pledged, the Bank will update security prices (marked to market) daily, weekly and monthly, as provided by the pricing agent. Also, dependent upon the types of securities pledged as collateral, MUFG Union Bank prices pledged securities daily, weekly and monthly. Departments Responsible for Tracking Collateral and Reporting to the State The Bank has two groups for tracking collateral and reporting: The Firm wide Regulatory Reporting and Analysis (FRRA), which conducts all reporting to the LASP Administrator, and NCMG, which conducts security pledging (and other collateral transactions) with the LASP Administrator. Collateral Reporting The Bank is unable to provide collateral reporting for the California pool program customers because the collateral pledged covers all public fund pool participants and is not segregated to a specific customer. Request of proof of collateralization can be submitted to: Department of Business Oversight Division of Financial Institutions 1515 K Street STE 200 Sacramento, CA 95814 Phone: (916) 322 -1547 Fax: (916) 323-3024 Karen Cunningham, karen.cunningham(@dbo.ca.gov Page 34 J. P Morgan 55E -129 B. Exemption. J.P. Morgan recognizes that the City is an "exempt person" under the currency transaction reporting regulations, given the City's status as a political subdivision of a State, and, as a result, the Bank is not required to file currency transaction reports in connection with the City's currency transactions and no exemption designations are required under such regulations for such political subdivisions (31 CFR 1020.315 (a), (b) (2), and (c) (2)). C. Interest Earnings. Bank must be able to provide interest earnings on the Cash Balance in excess of required compensation balances. Please provide options for excess balances. As part of the proposal, the bank shall provide the proposed formula to calculate interest earnings. All interest earnings shall be credited to the operating Account. In today's current rate environment, the City may consider using our Hybrid Demand Deposit account for excess cash balances. The Hybrid Demand Deposit account provides a combination of an earnings credit allowance on non - interest bearing balances to offset banking service fees and an interest rate on balances over a predefined target threshold. Interest accrues daily and is paid monthly. How It Works: Balances up to a predetermined threshold ( "the peg balance ") earn an earnings credit allowance at our enhanced managed earnings credit rate (currently o.6o %) to offset bank service fees. Please see Section V. B. 2. below for additional information on the bank's ECR. Excess balances above the threshold earn hard dollar interest at a proposed managed rate of 0.31% gross /o.i8% net of PAF *. The interest rate paid on excess balances above the peg may fluctuate during the contract period as market conditions warrant. Interest accrues daily and is paid on the last business day of the month. The peg balance may be changed at any time prior to the next billing cycle (and will be applied on a go forward basis) to adjust for unplanned changes in transaction fees (e.g. significant volume changes, service additions /deletions, to compensate for periods in which minimum balance levels fall below the peg balance amount). Your relationship team will work with you to determine the appropriate peg balance, which is subject to the mutual agreement of the bank and City. *Please note that all balances held in Demand Deposit Accounts (DDAs), including Hybrid DDA's that exclusively receive ECR, are subject to the firm's Premium Assessment Fee (PAF). The PAF is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. The current Premium Assessment Fee is 0.13%. Page 35 JY Morgan 55E -130 Earnings credit on the Hybrid Demand Deposit account balances up to the designated peg balance is calculated as follows: (Average Daily Positive Collected Balance X Earnings Credit Rate X Actual Number of Days in Month) Actual Number of Days in Year Interest on DDA balances in excess of the peg accrues daily based upon the calculation shown below and is paid on the last business day of each month: (Daily Collected Balance in Excess of Peg X Interest Rate) 365 Days D. Deposit Activity. The City currently utilizes a variety of methods to process daily deposits. Most all of the City's deposited funds are brought to City Hall and an armored car service is used for currency and coin deposits five days a week (Monday - Friday) with the exception of alternate Fridays when City Hall is closed. The City's parking meter coin deposits are counted, separated, and bagged by coin denomination. The City currently scans and electronically transmits most checks for deposit. The City also has third parties who make deposits on behalf of the City for collection of parking citations and paramedic billing. The armored car service is paid by the City on a monthly basis. The City would prefer this service be charged through Account Analysis. Total monthly deposits consist of approximately $14,000,000 in checks and $900,000 in currency and $105,000 in coin, The City requires the ability to use a local branch to make occasional deposits, get change, allow employees to cash payroll checks, and offer banking services to City employees, and for other miscellaneous activities. The City may continue to use Santa Ana Main or any of the other Santa Ana full - service banking centers for occasional banking services. 1. Provide the location of the branch closest to Santa Ana City Hall (20 Civic Center Plaza, Santa Ana, CA 92701) that can be used for large dollar deposits that missed the courier, emergency cash withdrawals, supplies, etc. J.P. Morgan offers a variety of check and cash deposit methods. For deposits of less than $io,000 in cash per day, the City will be able to make deposits at our local branches. J.P. Morgan offers four branches within the City of Santa Ana. For deposits over $to,000 in cash, the City will deposit through the Vault as is your current process today. Our four commercially enabled branches near the City's locations, along with hours of operation, are listed in the table below. The deposit cutoff time is the branch closing time Monday through Friday, 6: oo p.m. local time for branches in the City's area. Page 36 J I? Morgan 55E -131 Branch Name Address Hours of O, (Local Santa Ana Main 130o N Main Street Monday - Friday: 9:00 a.m. to 6:0o p.m. Santa Ana, CA 92701 Saturday: 9:00 a.m. to 4:00 p.m. MacArthur Fairview 2781 W Macarthur Blvd. Monday - Friday: 9:oo a.m. to 6:0o p.m. Santa Ana, CA 92704 Saturday: 9:0o a.m. to 4:00 p.m. South Bristol 2407 S Bristol Street Monday - Friday: 9:0o a.m. to 6:0o p.m. Santa Ana, CA 92704 Saturday: 9:0o a.m. to 4:00 p.m. South Coast 3600 S Bristol Street Monday - Friday: 9:0o a.m. to 6:0o p.m. Santa Ana, CA 92704 Saturday: 9:0o a.m. to 4:00 p.m. As a business practice, we regularly review branch and ATM activity which may result in branch openings and closings, ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. Branch hours are subject to change and will be posted at each branch location. J.P. Morgan will cash the City's payroll checks drawn on J.P. Morgan. J.P. Morgan may elect to have fees charged to the payees or to absorb fees on behalf of the payees. This applies only to payees without Chase accounts; Chase account holders will not incur fees. Reasonable thresholds will be established for the City based on the expected activity and risk for the account. The threshold represents a maximum per check limit. The standard maximum threshold is $5,000; any increase in that threshold requires additional reviews and approvals. Pricing for non - account holders is $8 per item and can be charged to the payee at the teller line or absorbed by the client via account analysis. 2. What time is the same -day ledger credit cut -off for over -the counter deposits ?.ts there a later deadline at other branches or processing centers? Where is the Processing Center /Cash Vault located? Will the City deal directly with the Cash Vault on deposit adjustments or with a local representative? • ATM deposits: 8:0o p.m. PT. Deposit cutoff times are clearly posted at each ATM. J.P. Morgan has branches and ATMs in the following 23 states: Arizona, California, Colorado, Connecticut, Florida, Georgia, Idaho, Illinois, Indiana, Kentucky, Louisiana, Michigan, Nevada, New Jersey, New York, Ohio, Oklahoma, Oregon, Texas, Utah, Washington, West Virginia and Wisconsin. More than io,000 ATMs are currently available for commercial deposits across the bank's 23 -state footprint. Branch deposits: Vary by location but typically are between 5: oo and 6:00 p.m. local time. Page 37 J L . Mor an 55E -132 • Branch night drop deposits: 7:3o a.m. local time. Select branches offer a second opening in the early afternoon. Deposit cutoff times are clearly indicated on the face of each depository as required by law. Cheek -Only Deposits • Virtual Remit and Virtual Remit Mobile: 7:00 p.m. PT, with same - day ledger and availability based on endpoint. • Virtual Remit With ACH: 7:00 p.m. PT for same -day ledger and availability based on endpoint. All transactions cleared as ACH debits are fully available the next business day. • Image Cash Letter (ICL) • Standard: 7:00 p.m. PT with availability based on endpoint. • With ACH: 6:oo p.m. PT for same business day credit. All transactions cleared as ACH debits are fully available the next business day. Nonconvertible items are available based on endpoint. • Paper check— deposits must be received at the check processing facilities by 4:00 p.m. local time to receive same -day ledger credit. Availability is based on endpoint. Vault Deposits We suggest that the City continue having deposits delivered to our Los Angeles cash vault location. The City will also continue working with their dedicated client service professional, Marilyn Hardney on deposit adjustments or research requests. Page 38 J. P. Morgan 55E -133 3. Describe the Bank's deposit requirements, including coin, currency and check deposits. Who is responsible for the cost of deposit supplies (bags, deposit slips, etc,)? The required deposit bag is a tamper - evident, two - pouch, "cash and check" plastic security bag. One pouch is resealable; the other is tamper - evident. One side of the bag must be clear to verify the contents, and the bag number must be bar -coded on the outside of the bag. J.P. Morgan also requires the City to use disposable plastic coin bags for coin deposits greater than $lo. For bulk coin deposits sorted and bagged by denomination, the City should follow Fed guidelines for deposit based on the following Fed -ready denomination amounts: Deposit Guideline r�m'n pepoSleS DAMMInation Standard Unit standard ARA Dollar Atnonnt ColorCode. Pennies 560 Red Nickels $200 Sim Diates $1,000 Green Quaders $1,000 Orange Nalves .$1,000 - Su9f Dollars: Eisenhower Dollars $1..000 Gray PresidentialfNative $2,000 Gray, _ Arnericanfsusan S. Ptctaxgt Rmare'om QafkN.ff 10 CA91 SArykSs Manual of Procedures Ettt vsJam,wy4,20as J.P. Morgan provides its clients with access to the deposit bag vendor at preferred prices. The bank has implemented a full- service program for ordering, billing and drop- shipping deposit bags to client locations. Order bags online at www.chasebags.com or call the vendor directly at 866 -458 -BAGS (866-458 - 2247), from 8:oo a.m. to 4:00 P.M. PT. The City's treasury management officer or client services professional can answer any questions. J.P. Morgan does not require clients to use the bank's bags. If clients choose to provide their own bags, they must meet J.P. Morgan's deposit bag specifications and standards of security, strength and durability. Page 39 JY Morga.n 55E -134 J.P. Morgan levies no fees above those charged by the vendor. The cost of bags to the City is the same as that paid by J.P. Morgan branches and vaults. Monthly billing can be itemized by location on the City's statement and billed directly to an account or charged to a credit card. Fees include the cost of the bag and standard delivery via UPS Ground. Only sales taxes are additional, where applicable. Prices depend on the size of bag ordered. 4. Does the financial institution support Check 21 Act procedures for electronic check clearing? Describe the financial institution's service including what forms of security will be employed to address this medium. With the implementation of the Check Clearing for the 21st Century Act (Check 21), banks are sending electronic image files, not paper, to the Fed and J.P. Morgan. As of July 2014, more than 99% of the checks issued on J.P. Morgan accounts are processed as image exchange items. For checks processed as image exchange items, J.P. Morgan doesn't receive the original check. Therefore, those clients requesting their checks to be enclosed with their statements will see printed images of checks in place of the original checks. J.P. Morgan currently utilizes image exchange as a means of check clearing. The bank exchanges images through The Clearing House, Viewpointe, Endpointe Exchange, the Federal Reserve Bank and bilateral direct -send agreements with other financial institutions. J.P. Morgan is an owner /member of both The Clearing House and Viewpointe image exchange networks and uses those networks for image exchange services. J.P. Morgan is also a sponsoring member of Electronic Check Clearing House Organization (ECCHO), which supplies rules for image exchange. J.P. Morgan does not use third -party vendors for the delivery of Image Cash Letter. 1. Describe the Bank's check truncation services, including estimated savings if used. ACCESS Online provides online image history inquiry for seven years. This service includes an advanced upfront check search functionality that provides the City with the complete status of each check. The City can perform single and range -based searches by account number, check number and amount, sequence number, paid and issue dates and payee name. The results tell you whether the check is still outstanding, has an active or revoked stop, is canceled (voided), was returned or has paid. Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. ACCESS Online is more efficient than paper or even CD -ROMs, especially when retrieving information quickly. Check images are available the same day checks are presented. This browser -based solution enables the City to retrieve check images for all applicable accounts without waiting for a photocopy or CD -ROM to arrive. Page 40 JY Morgan 55E -135 uern sir. cr,„ Ig ((N nYaf `setts �. tsaastl ^yrvxx per ra. 'sTa' W 8Y G9 !i e axarxr a*., aaasfi t W4Y ^** Two Hundred $lcilars and fntl eeats SoQd.4£ Tax, ease w The 4Wftw Map �Mm�i:i <4� 4U:Nl}'jsMMY11 a 19Qil T44M r;Q tdi%9[?Kr255Y * **YY Long-Term Online Check Image Retrieval The City's authorized users may access paid check images online for accounts to which they have the appropriate entitlements and initiate a search using: • Account number • Check number • Paid date • Dollar value • Payee name • Custom search fields chosen by the City, such as general ledger number or vendor number ACCESS Online displays search results online, allowing a user to select an individual item and view the corresponding image. Images are stored and available for online retrieval for a standard period of seven years, with the option of extending to ten years. Page 41 JT Morgan 55E -136 2. In connection with check truncation services: h How does the City receive copies of paid items? J.P. Morgan will continue to provide the City access to paid check images via ACCESS Online for seven years, even after an individual account has been closed. To maintain access to those archived images, the City is required to leave at least one account open for billing purposes. If a longer retention period is needed, the online check image archive can be expanded for up to ro years. The alternative for long -term storage of check images is establishing encrypted CD -ROM delivery. ii. How long does it take to obtain a copy of a paid check? With ACCESS Online, retrieval time is measured in seconds, compared with hours or even days for physical retrieval, and the quality of the reproduced image is extremely clear (see image example below) ill. Ss this service available on -line? Yes, this service will continue to be provided via ACCESS Online, as described above. 5. How is the daily float calculated? what ways can the Bank offer to maximize availability of funds? The City will benefit from the same float availability schedule in use today for all accounts. The availability schedule determines availability for each item. Availability is based on the drawee bank routing /transit number, the time the deposit is processed, fractional float assignment and, in some instances, the dollar amount of the item. With one of the largest check- clearing networks in the country, the bank offers accelerated funds availability. J.P. Morgan clears more than 99% of all deposited checks as images through approximately 22,000 endpoints. Availability for on -us items and on -us controlled disbursement items vary by availability schedule. For specific details, please refer to Appendix 2 for the current availability schedules. Page 42 55E -137 6. Provide the location for your Cash Vault for armored car deliveries. The City requests the latest armored car pick -up time available to ensure same day credit, but no earlier than 12.,00 p.m. What are the required delivery times to ensure same day credit? Are there extended hour charges? If so, what are the normal hours vs. extended hours? Can this service be paid with Account Analysis? The City will contract pick -up times with the armored courier. Same day deposit cut -off times are listed below. Cash Vault services are billable through Account Analysis, no extended hours fees are applicable. The City will need to continue to contract independently with an armored courier service provider and this service will need to be paid for directly by the City. J.P. Morgan can not process the charges for this service through Account Analysis. Any changes to the City's current armored courier service provider will need to be approved by the bank. The following are the cutoff times for the Los Angels vault: • Cash -Only Deposit Deadline for Same Day Credit: 8:0o p.m. • Mixed (Cash and Check) Deposit Deadline for Same Day Credit: 3:30 p.m. • Check -Only Deposit Deadline: 3:30 p.m. 7. Describe the Bank's procedure for handling deposit adjustments. What documentation is provided on discrepancies? Is the documentation different for cash deposits and check deposits? What is the minimum adjustment amount? How quickly would support documentation of a deposit discrepancy be provided? As a current customer the City will continue to receive your deposit adjustment notifications in the same way you do today. Deposit adjustment notifications may be delivered via U.S. Mail or via email. If you wish to change or revisit the current process we would be happy to discuss with the City. B. Describe the Bank's returned Items handling and notification procedures. Are items automatically re- cleared? How quickly are the returned items sent to the City? Is this information available on -line? Deposit return notifications may be delivered via U.S. Mail, via email, or both. As a current customer the City will continue to receive your deposit return notifications in the same way you do today. If you wish to change or revisit the current process we would be happy to discuss with the City. 9. Describe your change order service. How quickly can change orders be filled? J.P. Morgan offers automated coin and currency ordering services. These options are available through all vaults and branches. The City may request change orders as the need for coin and currency arises, establish a standing order online or via telephone using the Interactive Voice Response (IVR) or through our Web Currency Services ordering platform. Page 43 J P. Morgan 55E -138 • The bank can set up as- needed change orders 24 hours a day, seven days a week and up to six months in advance of the requested delivery date. Orders placed prior to i:oo p.m. local time will be available for armored courier pick up by the end of the business day in the vaults or ready for pick up the following morning at the specified branch. • A standing order is an established, repetitive order prepared for a predetermined amount and delivered on predetermined delivery days, e.g., every Monday and Thursday. Amounts may vary by delivery day. Orders can be delivered daily Sunday through Saturday, subject to armored courier service restrictions. • The City can use one or a combination of these types of orders. J.P. Morgan only releases change orders to an approved armored courier if they are picked up at one of the bank's vaults. The City must contract with a local armored courier to act as an agent to transport change orders. The City needs to notify J.P. Morgan of the specific armored courier for each location. Change - order delivery is based on armored courier commitments. It is typically scheduled for the following day or within two or three days from when the change order was picked up at the vault. Security begins when J.P. Morgan issues two unique, confidential system access numbers for each location to your organization. The City is responsible to keep access numbers in a secure place and reveal them only to authorized associates within the City. The City can change existing access numbers by contacting your client service professional. The bank also establishes daily order limits both at relationship and location levels based on the City's credit risk rating. Finally, J.P. Morgan's blind- order - filling procedures provide timeliness and accuracy in a highly controlled environment. The bank debits the total amount of the City's change order processed through the automated system from the account on the day the order is provided to the armored courier or the day before the scheduled branch pick up. J.P. Morgan bills all fees related to the change order through the account analysis system. 10, Can a miscellaneous change order for $1,000 or less be made available to City departments without advance notice? Is this service available at all local branches? A branch can immediately fill change order requests of $too or less. If the City places change order requests greater than $too on the prior day, they will be available at the start of the next business day. Note that the total order amount cannot exceed $5,000. Branches are typically able to fulfill emergency cash orders up to $5,000. Requests for amounts that exceed $5,00o require at least 24 hours notice although all efforts will be made to accommodate client requests. Page 44 J Y Mor an 55E -139 E. State Deposits. Bank must be able to accept direct deposits to the City's account from the State of California for various subvention payments, including the Local Agency Investment Fund (LAIF), and guarantee immediate credit for such deposits, 1. Does the Bank have an office in Sacramento that maintains a direct Demand Deposit Account (DDA) banking relationship with the State Treasurer's Office and the State Controller's Office? Yes, J.P. Morgan has an office in Sacramento with a direct DDA banking relationship with the State Treasurer's Office and the State Controller's Office. 2. Describe the LAIF transfer process. Are the transfers done by telephone, fax, wire ACH, e-mail, etc.? Transfers to LAIF Investment transfers to the State will continue to be initiated by the City via ACCESS Online and posted to the State via wire transfer. J.P. Morgan works with government clients in the State of California to promote compliance with State procedures for LAIF investment transactions. Note that the following are general procedures, and that the City is encouraged to confirm with LAIF to be sure they are in receipt of contracted instructions specific to the City: • For same day transactions, LAIF must be contacted by 10: 00 a.m. PT. • 15 total transactions per month are allowed, which include both deposits and withdrawals. Transaction amounts should be in thousand dollar increments with a minimum of $5,000. • Withdrawals of $io million or more require at least a one -day advance notice to LAIF. • Future -dated transactions can be requested up to io calendar days in advance. • Verbal acknowledgment must be initiated by authorized City personnel prior to funds transfer. Transfers from LAIF The City will continue to select a transfer bank other than J.P. Morgan to be used for remitting any withdrawals requested from the fund. The transfer bank that you select will be the bank FROM which your withdrawals will be wired. It is NOT the bank TO which your funds will be sent. Funds will be transferred to the City's designated account at J.P. Morgan. Page 45 JY Morga17 55E -140 J.P. Morgan is completing a new service where your withdrawal requests from LAIF will be made directly through J.P. Morgan into your designated account. There will no longer be a need for you to select a different transfer bank. This new service should be available later in 2or6. Please refer to the pricing section of the response for any applicable fees. 3. What is the charge per transfer to LAID? From LAZF? The cost for Book Debits and Credits is $3.00 per debit /credit. 4. Zs it possible to set up the transfers in advance? If so, how far in advance can a transfer be set up? Future -dated transactions can be requested up to ro calendar days in advance. 5. Describe the method used by the Bank for processing State of California apportionment payments. Tax Apportionments typically originate from the State Controller's Office. We recommend that the City uses the EFT form located on the State Controllers "Apportionment" website tab to receive future payments via EFT. F. Cash Management. The Treasury & Customer Services Manager manages the City's $309 million dollar investment portfolio. The portfolio consists of mostly fixed income type securities, such as federal agency securities, certificates of deposits, etc. In the event the City releases wire transfers in amounts greater than the current Bank balance in anticipation of receiving funds either by a maturing investment or deposits, the City would have the need for a daylight overdraft to accommodate its cash management activities. The amount of the daylight overdraft may be as high as $5 million, The bank should have the capitalization necessary to accommodate the City's depository and cash flow needs. 1. What is the Bank's policy regarding Daylight Overdrafts (DOD)? If there is a charge for DOD, how is it calculated? Recognizing a client's credit standing and reputation, an appropriate intraday credit limit will continue to be made available to make sure your transactions flow smoothly and efficiently through our systems. This limit is electronically verified by our Funds Transfer Balance Control System. Payments within the limit, plus the current cash position in your account, will instantly flow through to the appropriate execution mechanism. Should a payment take your account balances over the intraday limit, the transfer will be stored electronically and referred to your funds control officer in the Transaction Approval Group (TAG) for approval. If covering funds are received while the payment is stored, the transfer will be automatically released without manual intervention. Page 46 J P. M®raan 55E -141 One important feature of our system is the ability to group designated accounts together into a single relationship for intraday credit purposes. This provides for the release of payments when the total balance and intraday limit in your grouped accounts is sufficient. The bank does not charge for intraday or "daylight" overdrafts. 2. Will the Bank guarantee that all items drawn on City accounts be paid regardless of the balance in the funding account? Please be comprehensive in your response. J.P. Morgan cannot guarantee that all items drawn on City account be paid regardless of the balance in the funding account. If an overdraft situation exists, then we will notify the City to fund the account as soon as possible. J.P. Morgan is willing to accommodate end of day items presented for payment on a case -by- case basis. We look forward to working with the City to further understand your needs. G. Full Account Reconciliation. The City utilizes full account reconcilement services for the General Demand Deposit account and the Jall Commissary account. The City transmits 'checks issued" information to the Bank daily utilizing its current banking system. The Bank provides a daily detailed report, by account, of checks paid, and a monthly detailed report of checks outstanding. A paid check file is transmitted to the City on a daily basis via secure transmission. Paid checks are also imaged and provided on a monthly compact disc (CD). The Bank must provide electronic monthly account reconcilement reports, bank statements, account analysis statements, confirmations, and other report related features. From the Pooled Account City currently issues approximately 1,570 checks monthly. In addition, City issues 130 checks monthly from the Commissary Account. In addition, the Bank must be able to provide full account reconciliation services and positive pay check protection services for both the City's pooled account and the Commissary account. 1. Describe the account reconciliation services offered by the Bank. J.P. Morgan will continue to offer the City a complete reconciliation of outstanding and paid checks with the option of reconciling accounts by the week, month, fiscal or calendar year in a format tailored to meet your needs. You provide us with detailed check issue data, including account numbers, check numbers, issue dates, dollar amounts and reference information (up to 15 bytes). The City chooses how you wish to supply this data: in a file transmission or by upload or manual key entry to J.P. Morgan ACCESS Online (ACCESS Online), as warranted by the check activity in each account. Page 47 JT MOrgan 55E -142 With check issued data, J.P. Morgan will perform a full reconciliation of activity in the account, delivering a reconciliation report package online via ACCESS Online or on CD -ROM. The standard fall reconciliation package includes an account statement, balance sheet, paid and outstanding check listing, plus a summary including check number, issue date, amount paid and paid date. 2. Describe when the Bank makes reports available after the last day of the month. The City's reconciliation report package will be available via ACCESS Online, our Internet -based reconciliation product, within five business days from the close of a cutoff cycle. 3. Describe how long electronic reports are available online. The City's authorized users will continue to have access to online history inquiry for seven years with ACCESS Online. 4. Describe the Banks method for providing paid check information electronically. The cash reporting tools built -in to ACCESS Online let the City create, customize and run up -to- the - minute reports on your accounts, all from a single location. A checks paid report is one of the many reports available. Checks Paid Report • Detailed view of check transactions that have cleared through J.P. Morgan accounts. • Data is available for current -day, previous -day and date -range periods. • Also includes sorting options and drilldown capabilities to view check images and additional transaction details. 5. Describe the Bank's imaging service information. J.P. Morgan offers paid item images in different media to complement your image strategy. ACCESS Online provides the City with online image history inquiry for seven years (standard) with an option to extend retention up to ro years. Additionally, it provides an advanced upfront check search functionality, empowering you to perform single and range -based searches by account number, check number and amount, sequence number, paid and issue date and payee name. The City can provide additional characters of details, such as invoice number, vendor ID, etc., enabling the City to perform an inquiry on the data. The search results will tell you whether the check is still outstanding in your issue file, has an active or revolted stop, is canceled (voided), was paid or was returned Page 48 J P M®rgan 55E -143 Additionally, batches of images can be requested in an offline request mode for more efficient origination of larger numbers of requests. Paid check images, in many instances, are available for viewing on the same day they are presented to the bank. At a minimum, images of these items are available on a next day basis. • Encrypted CD -ROM will continue to be provided for long -term historical storage. H. Electronic Reporting. Bank must have an on -line application to allow the City to receive previous day balances and transaction information for each account. The City currently uses its Bank's web application to obtain a balance and transaction report each morning for use in connection with its cash management functions, 1. Describe the balance reporting system offered by the Bank, its features, including "user- friendliness': What is the earliest time that the reports are available on -line? ACCESS Online allows the City to retrieve real -time and previous day posting of information each business day. The cash position of accounts held by us and other financial institutions worldwide in any currency can be viewed in an online, secure environment. Current day information is updated throughout the business day for designated accounts. It also provides access to useful information that can aid in planning funding and investment strategies, including top -line summaries, detailed transaction records and historical reports for up to two years. User entitlements can be managed to control access to accounts and reports. Reports include: • Balance and Transaction Report (accounts worldwide) • EDI Report (U.S. based accounts) • Returns and Exceptions Report • Payment and Template Reports • Wire Detail Report A variety of filters can be employed to pinpoint desired transactions for enhanced data management. An export feature offers a variety of formats to facilitate data integration with your accounting and decision support platforms. Page 49 tJY 1V o an 55E -144 2. Describe the Banks on -line information reporting system. How long is data available? ACCESS Online provides both prior -day and current -day information. Information sharing is critical in today's fast paced business environment. ACCESS Online provides a powerful tool that delivers timely, accurate data through reports that are easy to create and read — helping the City analyze and manage cash flow. The City's users can select the information needed in the way they want it presented and schedule reports from a single page. ACCESS Online Reports is customizable to fit the City's needs. The City can use ACCESS Online to consolidate information reporting for all company accounts either at J.P. Morgan or at any other bank across the globe. The online portal can receive current -day and prior -day information from U.S. domestic banks through a third -party provider and from global banks through the SWIFT Network. With this multibank service, you can manage all your bank account information through one application in one format at one time. The prior -day information reporting delivery goal is 7:oo a.m. local time, based on where each account is domiciled. Current -day information, which is the reporting of memo - posted transactions, is available throughout the day as the transactions complete on processing applications, such as Lockbox, Wire, ACH, Returns, and DDA. Current -day information generally is available within five minutes of receipt or completion. The Cash Position view displays current or prior day balances on the Home Page, and presents opening ledger, current ledger and current balances totals in an account or base currency. Cash reporting tools let the City create, customize and run up -to- the - minute reports on its accounts, all from a single location. With its flexibility and ease of use, ACCESS Online fits the way clients work to save time. ACCESS Online offers 45 calendar days of account balance and transaction data. Upon request, for report retention, the system can store go calendar days, one or two years of data. 3, 7s current day information available? If so, how often is it updated? Current -day information, which is the reporting of memo - posted transactions, is available throughout the day as the transactions complete on processing applications, such as Lockbox, Wire, ACH, Returns, and DDA. Current -day information generally is available within five minutes of receipt or completion. 4. Provide a sample of prior day and intra -day reports that would be the best example of the system's capabilities. Please refer to Appendix 3 for sample reports. Page 50 J. C . M ®1 Gin 55E -145 51 Describe the level of detail available on the information reporting service for each type of wire transfer service offered. The following information is provided on incoming and outgoing wire transfers on both a previous -day and current -day basis: • Dollar amount • Unique bank reference number • Client reference (the City's reference) number • FED /CHIPS reference number • Received from party (incoming) • By order party (outgoing) • Paid to party • Beneficiary information (if available) • Unique location identifier (ULID) (if available) • Date and time of receipt of wire instruction • Straight- through or repair indicator 6. Can reports be custom - tailored for the end -user? The City can create and save customized reports through a set of filter criteria, e.g., date range, accounts, reference numbers, check numbers, transaction types, etc. Users can: • Run, view and modify all customized reports quickly and easily • View reports online or export them to Adobe PDF or Microsoft Excel formats. Most reports can be exported into CSV, BAI2 or SWIFT MT942/MT940 files. • Schedule online reports for automatic generation. Once reports are run, users can retrieve them through their Report Inbox. • Allow users to share a customized report, where one user can run a copy according to their schedule. A copy of the shared report will appear in the recipient's Reports Inbox, with an icon indicating it has been shared with them. When the original report is modified, the recipient's report will reflect the same modifications. Sage 51 J.P. Morgan 55E -146 Customize how to view or download reports with a set of interactive features. These intuitive features include the ability to move, show or hide columns within the report, sort columns on the fly, use J.P. Morgan's web search tool to filter data and add graphs or charts to quickly see trends. By letting the City view each change as it is made, the interactive report makes it easier to tailor to your specific needs. Once customized, the City can save the changes to pull the report again in the future. 7. What are the hardware and software specifications for the Bank's on -line system? As a current customer, the City currently uses our ACCESS Online banking system. Please be certain you continue to have the appropriate technology environment to support ACCESS Online. Use this checklist to validate your hardware and software. Page 52 JY Morgan 55E -147 Technical Requirements for 1 Supported Operating System and Browser Requirements Valid as Of July 23, 2c,16 tl ®, tl lD 4 B 1 tl91 3 DD ,0 a ACH File Warehouse* J ✓* J J J J ✓ ACH services U.S.* J ✓* ✓ J J J J Funds Transfer Administration ✓ J ✓ ✓ ✓ ✓ eServe J J ✓ J J ✓ J Global ACH J ✓ ✓ J ✓ ✓ J Global Trade Transactions J ✓ ✓ Host -to -Host Onlinet ✓ ✓t _ Liquidity Solutions& ✓ ✓$ ✓# J J J Administration$ Receivables Edge§ J ✓§ J§ J ✓ J Security Administration' ✓ ✓ d J J J ✓ Supply Chain Financing' ✓ ✓ ✓ J ✓ ✓ ✓ Third -Party Screening Utility* ✓ d* ✓ ✓ J J J * ACH Services U.S., & TPSU are also certified on Adobe Reader v12 and Firefox v39. ACH File Warehouse is also certified on Firefox v39. t Host -to -Host Online is also certified on Firefox v37. $ Liquidity Solutions & Administration is certified on Firefox v34, v43 & Chrome v39, v42, v47• § Receivables Edge is also certified on Firefox v37,v41 and Chrome v42, v45• Note: The browser must allow cookies to be created and retained on the workstation. 1 Other • Adobe Flash Player: Version 21 is recommended. Versions 18 and 20 are also supported. Software • Adobe Reader: Acrobat Document Cloud (DC) 2o1.o16.200369 is recommended. Versions 10.3, 11.o and 2015.010.20056 are also supported. • Compression software (e.g. WmZip, SecurZIP for Windows) maybe required to export reports and files. • Microsoft Excel 2010 for export of reports data using "CSV Unlcode" format is recommended. Microsoft Excel 2o13 is also supported. • Note: Flash and Reader are available on the J.P. Morgan ACCESS download page. Workstation • Memory: 4 GB RAM or higher is recommended, 2 GB RAM minimum, • Disk Space: Recommended: 1oGB free space available. • Monitor: 1280x1024 resolution or higher, 16 -bit color or higher is recommended. 1024x768 resolution, 256 -color minimum. • Best Practices: Use a workstation dedicated to Internet banking (not for email or web browsing). DO NOT use a workstation shared by public, such as at a library or Internet cafe. • We strongly recommend that user workstations be regularly updated with operating system and browser security updates. Regular virus scans should be completed, as well. J.P. Morgan Cash Reports, Checks, Payments (Account Transfer, Book, Wire) Approval & Release and /or Trade: ACCESS s Apple iPhone, iPad and Wed touch mobile devices, iOS 7.0 and greater. Mobile • Android smart hones and tablets, Android P 4.4 and greater. Page 53 J. i . Mor an 55E -148 S. Describe the security features of your on -Bane system, ACCESS Online's security features, the Administration functions and implementation options offer the City the ability to choose settings and features that help prevent fraud. • ACCESS Online uses multi - layered security designed to protect the City's data and transactions, • ACCESS Online automatically prevent a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. For those functions that demand an extra level of security, ACCESS Online provides two- factor authentication via RSA SecurlD® token technology. • PSTP or Portable Security Transaction Protocol, a patent pending technology developed by J.P. Morgan, uses SecurID devices to digitally sign transactions and provide a level of security formerly available only using digital certificates. • The City can setup ACCESS Online with strict controls over user access to functions and accounts. This also helps to enforce compliance with internal audit requirements while enhancing security. Some of the available fraud prevention options include: • Enabling IP filtering to restrict access by limiting authorized users' ability to log on from only IP addresses you designate. • Customizing the payment approval process by creating rules that determine the number and identity of approvers for different types of transactions, including separate approval rules for repetitive templates and free form wires, as well as the order in which that review must occur. Page 54 J 1. MGr an 55E -149 Technical Requirements for J;P. Morgan ACCESS Supported Operating System and Browser Requirements Valid as of July 23, 2o16 Email J.P, Morgan email domains should not be blocked: @chase.com, @jpmchase.com, @jpmorgan.com. Filtering Network The following settings typically apply to network -based proxy solutions and are not required to be Proxy configured on the user's browser settings. To enable connectivity to J.P. Morgan ACCESS, please configure your network proxy solution to allow access to the following domains: *.jpmorgan.com *.j pmorganaccess.com *.acctmanagementcom *.jpmacontent.com S. Describe the security features of your on -Bane system, ACCESS Online's security features, the Administration functions and implementation options offer the City the ability to choose settings and features that help prevent fraud. • ACCESS Online uses multi - layered security designed to protect the City's data and transactions, • ACCESS Online automatically prevent a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. For those functions that demand an extra level of security, ACCESS Online provides two- factor authentication via RSA SecurlD® token technology. • PSTP or Portable Security Transaction Protocol, a patent pending technology developed by J.P. Morgan, uses SecurID devices to digitally sign transactions and provide a level of security formerly available only using digital certificates. • The City can setup ACCESS Online with strict controls over user access to functions and accounts. This also helps to enforce compliance with internal audit requirements while enhancing security. Some of the available fraud prevention options include: • Enabling IP filtering to restrict access by limiting authorized users' ability to log on from only IP addresses you designate. • Customizing the payment approval process by creating rules that determine the number and identity of approvers for different types of transactions, including separate approval rules for repetitive templates and free form wires, as well as the order in which that review must occur. Page 54 J 1. MGr an 55E -149 • Separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City's security administrators are the only individuals able to assign users with transaction initiation privileges. • Limiting each ACCESS Online user to a single, designated computer. • Establishing transaction and daily aggregate limits at the account and user level. • Creating templates with payment details to prevent wires from being initiated and executed without prior approval of the recipient bank account numbers and template details. To help meet client audit controls, J.P. Morgan requires two security administrators to be involved in user setup and maintenance. Additionally, if security administrators are entitled to use product functions, such as cash reporting, wire initiation, etc., two other security administrators must prepare and approve the product function entitlements. Dual control is enforced as follows: i One security administrator establishes users for: Accounts and services: ACH initiation, wire initiation, balance reporting, etc. • Functions: Transaction initiation, transaction approval, release, reporting, etc. • A different security administrator approves the users for the accounts, services and functions established by the first security administrator To provide a complete audit trail, the system date and time - stamps all actions executed within the portal and associates those to the user who performed them. After three tries to enter the correct password, the system disables /suspends the log -on ID. Users will need to call the help desk and answer questions to confirm their identity, such as ID and date of birth. The help desk will then enable the log- in ID. This can also be reactivated online if the user can successfully answer a previously stored set of challenge questions. ACCESS Online will allow a basic user to attempt to log on three times before disabling that login. If users have payment initiation entitlements and /or a SecurID device, they will be allowed five attempts to log on before disabling. The total count is cumulative per user, not based on dial -in or log -in. When the user does enter the correct password, the count is reset to zero. Page 55 aJ. C.1V1{ rgan 55E -150 ACCESS Online logs off users after 15 minutes of inactivity. The user must log on again to continue. L Positive Pay. The City currently utilizes Positive Pay on the General Demand Deposit and Commissary accounts. A daily positive pay file is generated and uploaded through our current bank's web portal. The City is currently expanding to include payee name verification to positive pay. The Bank must be able to provide this service. As a current customer, the City will continue to submit Positive Pay files as you do today. We will continue to work with you to increase fraud protection on your accounts by adding Payee Name Verification on additional accounts as requested by the City. The City may also want to take advantage of additional operational efficiencies by having the Positive Pay files sent via transmission to the bank to reduce manual efforts to upload. We look forward to working with the City on ways to streamline your current process. J. Disbursements, Wires and Money Transfer Services. Bank must have the capability to accommodate incoming and outgoing electronic money transfers. The Bank should also provide the City with a money transfer type service that allows the City to Initiate on -line wire transfers and intra -book transfers among the City's accounts. The City of Santa Ana currently utilizes a ZBA for the housing account. A general account with positive pay service protection is used for disbursement of payroll, accounts payable, and workers compensation payments. A separate checking account is also maintained with positive pay service protection for the City's Jail Commissary Account. Checks are not issued from the Flex Benefit Spending Account. The City initiates electronic payments using an on- line wire function that is part of its current electronic Banking Provider. 1. Does your system offer automated, repetitive and non - repetitive domestic wire transfer capabilities? Are there different controls for repetitive vs. non - repetitive? Tf so, please describe. ACCESS Online offers the City a complete range of electronic money transfer services to initiate outgoing wires, including automated, repetitive and non - repetitive domestic wire transfers and ACH transfers as well as inter - account transfers. ACCESS Online offers two kinds of templates to support the setup of repetitive wires. Standard templates (the City- verified, repetitive instructions) are controlled by you. In addition to supporting locked fields for added security, they are immediately available for use once approved and activated. Enhanced Templates (a.k.a. bank - verified lines) are setup by the City but have the added feature of being verified by the bank prior to use. Bank activation of such templates is usually a 24 -48 hour turnaround, after which the template is available for use. Rage S6 J:P Morgan 55E -151 Within J.P. Morgan ACCESS Online, once a wire transfer payment is completed, the option to make the payment into a template via the "Make this a template" is available on the list views and transaction detail views. 2. Describe your procedure for notifying us when a wire transfer falls. How soon Is notification made? ACCESS eServe provides a variety of reports to help with improving the payment process. The Straight- Through Analysis Report (STAR) is a high -level performance report that recaps account straight - through processing statistics. It provides an overview of your activity that will highlight potential areas for improvement. Service- related inquiries, including inquiries about failed wire transfers, have a SLA of 24 hours. 9. Describe the security measures and safeguards offered by your service. Include any internet based account services here. Our robust security protocol is designed to help protect your privacy, preserve data authenticity and maintain strong operational controls. Your security administrators can maximize productivity by making sure users are properly entitled and assigned to the right products. Users must enter a unique ID and password to access systems. Passwords expire after a specified number of days. The system encrypts passwords and forces users to change passwords when scheduled. Users must select passwords in compliance with defined standards. Passwords are masked to prevent viewing of passwords upon input. The system automatically locks out a user who enters an invalid password and generates an entry in the security log after a specified number of attempts. Security violations and unauthorized access attempts (for both clients and internal users) are logged by security software. JPMorgan Chase investigates all security violations and unauthorized access attempts to ensure that unauthorized persons cannot gain access to our systems or our client data. Staff members who are accessing systems remotely via the corporate VPN must further authenticate themselves using additional authentication factors. Additional security features are described in detail in Section H, question 8, Electronic Reporting. 4. How are authorization levels established for transfers? ACCESS Online allows complete flexibility for the City to designate the rights of each user on the platform, and provides comprehensive and configurable user entitlements, limits and approval workflow to provide optimal control. Available Page 57 JT Moruan 55E -152 services accommodate a wide range of security options, including dual control among users and daily or transaction limits. By separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City's security administrators are the only individuals able to assign users with transaction initiation privileges. Standard Security Administrator Model Two security administrators (SA) are required to add and change user entitlements. leek I Initiates and Ap,nmres AR ,.. Rogues Mark Chris Maria SA SA End User caseyz 1. Need to update security administrator and end�i user Maria's profile r Even though Maria is an SA, she cannot change Mark Chris Made '.. her rn ofile '. SA SA SA and End USGAIN Additionally, ACCESS Online automatically prevents a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. At the point of release, the application requires that two unique users are involved in the payment life cycle, which includes the creation, approval and release of the payment, as well as the creation, approval and activation of any underlying template. Therefore, even if users have all three entitlements, they will still not be able to take all three actions on a payment on their own. 5. The City currently transfers funds among its accounts electronically. Describe ACCESS Online provides authorized users the ability to enter transfers to and from the City's own U.S. J.P. Morgan accounts in a secure online environment 24 hours a day, seven days a week. ACCESS Online allows your authorized users to: • Move funds quickly and easily between accounts. • Initiate free -form transfers. • Create, save and reuse templates with the multiple entry feature. • Access current -day and historical transactions. Transactions received after 8:oo p.m. PT are applied the following business day. Page Ss J : Morgan 55E -153 61 Describe the setup of a positive pay file transmission. What format does the Bank require? is technical support assigned to the project? Zf so, is there an additional cost? The City will upload files containing positive pay issues, voids /cancels and stop payment requests into ACCESS Online in your current format that you use today. The City can also transmit the positive pay check issue files directly to J.P. Morgan. For ARP input file specifications, please see the ARP Issue File Layout sample in Appendix 4. For validation, the City may receive an automated acknowledgement of your check issuance file transmission within one hour of file receipt, via the Internet, fax or transmission. The City can receive direct transmissions of prior -day balance reporting in BAI2 format and direct transmissions of check paid detail for uploading into your accounting, ERP and /or treasury workstation. The City will continue to receive support with any ACCESS Online service via the ACCESS Online Technical Support Group at no additional charge. % Describe the Bank's positive pay operation, including timelines for paying or returning exception items. Are images of the exceptions available on -line? As part of a complete range of disbursement services available through ACCESS Online, J.P. Morgan will continue to offer Internet -based positive pay services to the City. Additionally, ACCESS Online will enable the City to use the Internet to review digital images of all exception items and instruct J.P. Morgan to pay or return each item from a single page. Payee name exceptions are conveniently delivered along with all other types of exceptions so the City can easily employ the most up- to -date fraud protection services. Email notification offers a convenient way to know when exceptions are available for review. For the City's convenience, images of exception items are also available via mobile devices using ACCESS Mobile. With positive pay, the City provides the bank with a positive pay issue file containing check amounts and serial numbers. Issue data can be simply and flexibly supplied to the bank via file transmission, online upload, or manually keyed into ACCESS Online. Daily checks presented are then systematically compared against the City's positive pay check issue file. An exception report is generated the next business day identifying any mismatched or no -issue information on file items. The deadline for the City to submit manual entry or file upload via ACCESS Online is 7:30 p.m.PT. The deadline for the City to transmit check issuance files via direct transmission to the bank is 7:45 P.M. PT. Page 59 .J. i . Morgali 55E -154 J.P. Morgan first reviews and scrubs the exceptions to verify that there are no misencoded items. A notification is emailed based on the customer defined email groups at the beginning of the following business day. Authorized the City users are provided the report of exceptions upon log on for pay /return decisioning. The exception items report provides both a front and back image of each item. Authorized the City users simply click on the check number of each item to view front and back check images and can select the pay or return button for each item or select the pay all or return all button, and then electronically submit the decisions to the bank. The City receives an online confirmation indicating the submission was successful. The confirmation can be saved electronically or printed for future reference. No special software is needed for this functionality. To prevent check fraud, the City can view images of positive pay exception checks before authorizing payment. Positive Pay Exception Decision Entry Yvi COMPAN! ��LO[p NOY NE60iU0 �� gtl NOT CABXI Hfl'IYPNIi NeW YOXX nv ' BAIFDIE Vtl10 omJaLanzl3.Ye01_ �� V004005V � /0000030009/ l.. Z., AIM LW005. 1.Z YlmN i ?)a nny.BLnier PYIw 11n03 INei..._ SuMlnld6 In Vtxeea Peinlln9 Sutl. UYMv n1_} P(N! Back 30 5 b t5 fel�wre:ca m,� t. ..m nreanart n o (1 m o oTlm BU's Aavmlm R., CWck Nm Emopm Pmn Wm V"' Ty.. neYmm un�w.niu ibn+ .1nzsY Ybmxas Pul Renun 3110.11111 2(IA5 JU6,fi3 16Uro13 Plll ReNrrt 311 .Ylfif 160 11 PNI Rclem bbW.tYYYI 1i(Ni MT 6.a ' 1&1¢'15 RYI lbS0W11f 11 $(YJI 1161, 11. 1fi Y1 & -t5 PNI 11"an [icNart IPoKIkrt Ylll SVYI 1L BY611 YfLCbtiYS VNI RBIiOn (1,201;011 111 }010 9]Sy I6C0<YS PNI RBlll�il V 55E -155 f I M 8. Does the Bank offer paid -item truncation with CD imaging? If yes, are images available on -line and at what cost? Yes, J.P. Morgan will continue to provide the City with a CD -ROM of historical check and deposit slip images. CD -ROMs can also include check status and Reconciliation Report data, but only for monthly CD -ROMs going forward, not for historical projects. Historical check images and data will also continue to be available via ACCESS Online. Please refer to Attachment 6A and 6B for pricing information. g. Does the Bank offer controlled disbursement services? If so, describe the controlled disbursement program offered by the Bank. What presentment locations are offered and what are the reporting times? We recommend the City continue to use the Zero balance account structure in place today as this provides the most flexibility at the lowest cost, however we have provided information on our controlled disbursement service below. J.P. Morgan's controlled disbursement services can help the City gain control over idle balances and optimize loan and investment opportunities. With early morning reporting and the knowledge of exact disbursement funding requirements, the City can maximize your working liquidity by taking advantage of intra -day investments or paying down debt early in the day. How it Works We provide the City with check specification sheets to follow when you print your checks. The specific routing number enables the checks to clear through our San Angelo, TX disbursement endpoint, which is dedicated to controlled disbursement processing. Each morning, we receive inputs to the controlled disbursement system. These inputs include files from the Federal Reserve (Fed) and other previously established bank trading partners. The early- morning controlled disbursement funding calculation includes totals from these files, as well as any prior -day account balance information and ACH transactions. Once final presentment is reported, J.P. Morgan will automatically transfer the funds from the linked bank account to your controlled disbursement account (CDA) to cover the total amount reported and maintain a daily zero balance. We also allow our clients to initiate wires and same -day ACH activity from your controlled disbursement account. In such instances, our "late -day" funding feature automatically funds those transactions for you at the end of each day, making sure the account balance remains at zero. Page 61 J, P. Morgan 55E -156 The primary advantage of using a CDA is the prompt notification of your daily funding requirements. With the advent of Image Exchange and our advanced technology capabilities, J.P. Morgan now reports 99% of our clients' total funding requirement by 4:45 a.m. PT, accelerating your ability to make investment decisions earlier in the morning. Our national CDA endpoints can each be funded by an account anywhere within J.P. Morgan. Funding Options Automated transfer approach: The exact amount needed to cover the day's clearings is automatically transferred from the City's funding account to your CDA. Zero balance account structures: ZBA structures simplify funding activities. They accommodate both organizational structure and business objectives while automatically moving money to the appropriate account for funding. Zero balance subaccounts are automatically funded from your master account with an automated same -day electronic transfer. There is no limit to the number of subaccounts within a tier, nor is there a limit to the number of account tiers. 10. Are the presentment amounts available via the Bank's on -line system? ACCESS Online provides controlled disbursement reports, current day only. The City will be provided with the below detailed information. • For U.S, accounts only, these reports show summary and detailed information on your payments and templates. • Provides interim and final presentments and funding across all sites, or selected disbursement sites that offer both. • Can include, for example, all detail payments sent, in- process or future - valued. • Template reporting includes summary and adjustments detail reports of templates active accounts presentment totals by location. • Within location, users can see location number, description, amount and number of items per location in- process. 11. 1s controlled disbursement compatible with account reconcilement and positive pay? Yes, it is compatible. Positive pay, payee verification and teller line positive pay are standard fraud prevention measures made available to our controlled disbursement clients. Page 62 JY Morgan 55E -157 12. By what time each day would information on 100% of the City's clearings be available? The primary advantage of using a CDA is the prompt notification of your daily funding requirements. With the advent of Image Exchange and our advanced technology capabilities, J.P. Morgan now reports 99.9% of our clients' total funding requirement by 4:4o a.m. PT, which accelerates your ability to make investment decisions earlier in the morning. Our national CDA endpoints can each be funded by an account anywhere within J.P. Morgan. 13. Provide a sample controlled disbursement report. Please see Appendix 3 for sample reports. 14. Detail all costs associated with controlled disbursements. Should the City choose move to a Controlled Disbursement Account structure, billing is based on the table below: Service Code 1005 Description DDA Account Maintenance 2205 Monthly Maintenance for each CDA account 2210 Charge per item for checks paid on CDA account 5234 Charge per transfer for transferring funds from a master funding account to replenish the CDA account Please refer to Attachment 6A and 613 for specific pricing information. 15. How are stale -dated (more than 6 months old) items handled? The City can use J.P. Morgan's stale -date feature to return checks that are presented for payment past a client- determined number of days from the issue date. The City's account must be on full reconciliation and J.P. Morgan must receive the issue record in advance of the check being presented for payment. For positive pay accounts, these checks appear as exceptions on the daily positive pay exception report, allowing clients to decide whether each item should be paid or returned. Checks presented on a non - positive pay account that exceed the defined valid number of days will be automatically rejected and returned. 16. Describe the process for placing a stop payment. Does the City have the option to determine the length of time for which the stop payment is in effect? How long does it take for a stop payment to become effective once it has been entered in your system? To streamline the City's stop payment process, the bank offers the following options: Page 63 J T Morgan 55E -158 • Internet: the City can place stop payments online via ACCESS Online, either directly from within the "Stops" function or more efficiently by using the "Inquiry" function where the check numbers are validated against the issued items. • File Transmission: the City can send a stop (or revoke) payment transaction within your positive pay issue files, providing stops to be processed in batch. • Manual: Asa backup, the City may contact your designated client service professional to assist in placing a stop payment. When placing stops via ACCESS Online, the system will search go days transaction history to identify if the check has been paid (extended retention periods are available) for payment requests entered manually. If the record shows the check has been paid, the system will report the date the item was paid. The user can choose to continue to place the stop on the paid item. This could prevent a second item from paying with the same check information. Once the stop payment is submitted, the system can provide confirmation online of successful placement of the stop payment request. The City can print or download details as needed. Furthermore, a stop payment activity report is available through ACCESS Online. The status of the item at the time the stop was placed is available on the activity report. Stop payment requests remain in effect for one year and are renewable for an additional six years. The City also has a fallback option. Simply contact your dedicated client service professional to issue a stop payment. For same -day action, stop payment requests via ACCESS Online must be received by 4:30 p.m. PT. 17. Can a stop payment be cancelled on the same day as it was issued? For same -day action, stop payment requests or cancellations via ACCESS Online must be received by 4:30 p.m. PT. The City can also call the dedicated client service professional, Marilyn Hardney, to assist with the cancellation. is, What is the Bank's policy regarding recourse on an item on which a stop payment has been placed, but was subsequently cashed? Stop payments placed electronically via ACCESS Online are effective within Chase branches within one hour. If a stop is placed and the check is cashed the bank will research the timing and work with the City of Santa Ana on a resolution. Page 64 J.P Morgan 55E -159 19. What responsibility will the Bank assume in researching and correcting errors on paid items (Le, encoding errors)? Your CSP is the point of contact for all your research and adjustment requests. The client service professional will work with appropriate operational colleagues to make sure your request and any adjustment is handled in a timely and accurate manner. The client service professional has the authority to escalate whenever necessary to make sure that issues are resolved. J.P. Morgan also offers eServe, an online inquiry tool, available through ACCESS Online that allows clients to reverse incorrectly encoded entries and transmit correcting entries securely to the bank. 20. Describe the Bank's documentation requirements for processing claims of forged items from the City. J.P. Morgan has been an industry leader in offering a wide a variety of sophisticated fraud protection services, to protect our clients and the bank from financial loss due to payment fraud. The laws governing checks and negotiable instruments, primarily in Federal Regulation CC and the Uniform Commercial Code (UCC), and interpretation of those laws have been changing to reflect a shared responsibility and partnership between clients and their banks. Therefore, we strongly recommend that the City continue to use positive pay, payee name verification and other applicable fraud protection services, to prevent losses due to check fraud. Each situation is unique and will be examined and researched carefully by our Fraud Control team. The aspect of liability will then be determined on a case -by- case- basis, after all the supporting facts have been reviewed. J.P. Morgan and the banking industry standard operating procedure is to issue a credit to a client's account once the investigation has been completed and the reimbursement is received from the bank of first deposit. Breach of warranty resides with the bank of first deposit. On average, a claim may take go days to resolve. The credit usually takes place within three banking days after receiving the reimbursement check. There is no governing time frame for a response. If we receive a denial, no credit is issued. Page 65 J . Mor an 55E -160 K. Electronic Payment /Deposit Services, Bank must have the capability to accommodate a range of electronic payment and deposit services currently used by the City in connection with accounts payables, payroll transactions (including direct deposit), and image check deposits. Describe capabilities regarding Federal and State transfers of funds to and from the City. (Note: the City not currently engage in Federal and State fund transfers but would like to evaluate future possibilities for doing so), 1. ACH Disbursements - The City currently pays some vendors via ACH from the General and Commissary Accounts, vendor payments are made weekly. a. What are your cutoff times for delivery of a preauthorized credit or debit file? Same -day settlement will occur lr both the debit and credit accounts are held at J.P. Morgan. Next -day settlement will occur when an involved account is not held at J.P. Morgan. ACH PPDs must be received two business days in advance. b. Are same day payments possible? J.P. Morgan is highly engaged with NACHA and the ACH industry. Together with The Clearing House and other key NACHA members, J.P. Morgan worked to design, develop and champion the recently approved same -day ACH rule change. Same -day ACH will be implemented in a multi -year, phased approach over 18 months beginning in September 2o16. The rule change mandates same -day ACH for receiving financial institutions. Origination of same -day ACH transaction is optional. J.P. Morgan will support origination of same -day ACH for all clients at the time the new rule goes into effect. J.P. Morgan ACH originators will automatically be enabled to initiate same -day transactions by using the Effective Entry Date within the batch header record on the ACH File; an opt -out process will be available for clients who do not want same -day processing. C. Describe the acknowledgements you provide when you receive a file transmission including the level of detail, the information required and the reconciliation procedures Involved. ACCESS Online, the City's current ACH solution, is a web -based platform, authorized users may view the transaction status, at any stage of the payment, up until the point it is successfully released and a client confirmation number is received (or rejected) from J.P. Morgan. Reporting is also available to the City providing summary -level information for all transactions and their statuses (Entered, Approved and Released) based on a specified date range. Page 66 JY Morgan 55E -161 ACCESS Online users may view the transaction status up until the point it is successfully released. For transactions initiated via the Payments function, once transactions are fully approved and released, each transaction is acknowledged e.g. accepted or rejected. For accepted transactions, a client confirmation number is returned as confirmation that J.P. Morgan has accepted the transaction. In addition to ACCESS Online, J.P. Morgan can also provide clients who implement the ACH Transmission solution a variety of methods to receive receipt of the City's direct transmission files, the City may choose to receive any of the following confirmation files: ACH File Receipt Notification Service is available to clients that provide J.P. Morgan with Direct Send ACH files and sends the City an email notification that their submitted ACH file was either successfully received by the ACH back office and validated, or rejected for further processing. Email notifications can be sent to a maximum of ro corporate email addresses (personal email addresses are not supported) and does not include notification of successful ACH processing of client files. • The ACH Acknowledgement File automatically transmits a copy of the City's original File Header (i) record and File Control (9) record, allowing the City to reconcile back to their original ACH file processing records. The ACH Companion (Mirror) File provides a complete copy of the original incoming ACH NACHA detail payment file received by J.P. Morgan. This re- confirms the individual payment instructions that will be processed and is often used as a reconcilement file. Any ACH rejects or returns will be reported back to the City within 1-3 business days. The ACH Transaction Summary Report (Journal) is created post - processing and summarizes the settlement results and totals for either an individual file or for the entire business day. The report is sent to the City via secure email or direct transmission delivery and is provided within go minutes of receipt of the ACH initiation file. Item count and dollar amount are included in the acknowledgement. • Using ACH InfoDex, the City can securely verify and release their ACH files by reviewing that the total dollar amount and number of items on the file conforms to the City's own records. Rage 67 J P. M®rgan 55E -162 ACH reconcilement services facilitates automatic reconcilement of U.S. domestic ACH payments initiated through various J.P. Morgan channels against corresponding transactions posted to client DDAs. Replacing single, generic offsets, this solution delivers BAI2- formatted information about originated batches or items directly to treasury software systems. This information is also available on ACCESS Online. d. Detail all costs associated with ACH for vendor payment program. ACH vendor payments will be billed on a per transaction basis for ACH Credits originated out of ACCESS Online. Please see Attachment 6A & 613 for pricing details. e. Describe costs for low vs. high volume. There will be no difference for low vs. high volume transactions, ACH payments will be billed on a per transaction basis for ACH Credit or Debits originated out of ACCESS Online. Please see Attachment 6A & 6B for pricing details. f. Distinguish what constitutes low vs. high volume, if applicable. There will be no difference for low volume vs. high volume for the City. 2. Direct Deposit of Payroll - The City currently offers direct deposit of payroll. The City has approximately 1,130 full -time employees and fluctuating part - time staff of up to 670. Payroll occurs on the Sth and the 20th of every month. a. Please describe the Bank's Direct Deposit service in detail. As is currently done today, one or two days in advance of the designated payday, the City will send the bank a file containing the total amount to be paid electronically to your employees' designated accounts. The offsetting amount will be charged to your designated account at J.P. Morgan on the day of settlement (payday). The City can supply prearranged payment and deposit (PPD) files for -next day credits. However, for your employees to receive funds as available balances for ATM withdrawals on payday, you must deliver the file to J.P. Morgan by 7: oo P.M. PT two business days prior to the settlement date. The file can then be processed in the earliest ACH processing cycle so that the receiving depository financial institutions can post the credits to the employees' accounts by open of business on payday. Page 68 .J, P. Morgan 55E -163 b. What are the different file transmission options available, including backup plan? In the event there is a banking system failure and the direct deposit file cannot be transmitted, please explain what the bank's contingency plans are to ensure the City's employees are paid. Based on the City's operational requirements, J.P. Morgan recommends: • Uploading of payroll NACHA files through ACCESS Online for lower volume transaction files this is the process used by the City today. • To improve efficiencies and reduce manual effort, the City may use the secure file transfer protocol (SFTP) transmission method for sending payroll files to the bank.. ACH Initiation aria ACCESS Online Today, the City uploads payroll files and submits one -off ACH payments through ACCESS Online. The City can continue to create templates to support a complete menu of U.S. ACH transactions, with all template information stored securely with J.P. Morgan: • Consumer payments • Consumer collections • Payroll payments • Corporate /vendor payments • Corporate /vendor collections • Cash concentration • Cash disbursement • Federal, state and municipal tax payments • Child support payments • Fund other J.P. Morgan accounts on a same day basis Transactions based on templates or entered in free -form mode are created by the City, then batched, approved and released for processing. ACH files generated through ACCESS Online are retrieved and processed several times each business day for next -day processing. For non - repetitive payment, the City can create free- form ACH payments without the need to establish a stored template. ACH files generated through ACCESS Online are delivered for processing nine times each business day, Monday through Friday. ACH NACIIA File Inipor This automated interface for easy upload of NACHA- formatted files offers the City: • Future -dated warehousing of up to 6o calendar days. • Ability to create settlement offset at transaction level or batch level. Page 69 JY Morgan 55E -164 • Next -Day Settlement option for transfers to /from J.P. Morgan accounts. • Option to create addendum record for all payments. Originating Transactions through Patch File Transmissions • Using any one of industry standard NACHA file formats (e.g., ARC, CCD or PPD), the City sends the file to J.P. Morgan through a common protocol, such as secure file transfer protocol (SFTP). • The transmission is encrypted and sent to J.P. Morgan for final ACH processing. • Regular commercial payments to vendors can be submitted on the business day prior to the value date. The City can also warehouse ACH payments for up to go days in advance of the value date for direct. • Once received, J.P. Morgan's ACH system helps bolster data integrity and file edit checks to identify potential duplicate files. • The bank provides a transaction journal within two hours of receipt of ACH file initiation transmission, including item count and dollar amount. • J.P. Morgan will maintain an Internet - facing SFTP server and will create a "drop box" directory on the server for the City. The server will be mirrored for disaster recovery. • The City will be issued a logon and password, giving the City access to the directory. • For inbound data, the City can push files to the directory. The City is responsible for initiating the SFTP session to push and pull data files. • J.P. Morgan offers a file delivery solution allowing the City to send and receive ACH files using SSL session encryption, browser -based file exchange (HTTPS), SFTP with PGP (Pretty Good Privacy) or GNUPG (GNU Privacy Guard) file encryption or AS2 (Applicability Statement 2). • These delivery methods leverage the Internet and readily available software packages to make transferring files simple and secure without the added cost of proprietary software installation. • Additional file transfer solutions, such as VAN (virtual area network) and VPN (virtual private network), are supported. The bank recommends that large batch files containing any consumer credits be submitted at least two business days prior to the settlement date. Page 70 J, C: Morgan 55E -165 J.P. Morgan recommends implementing auto - acknowledgements for receipts of the transmission. If the City fails to receive an acknowledgement within 15 minutes of the transmission, you should contact the bank's Transmission Services Group for status and next steps. If the transmission fails, we will work with you to have the ACH or wire released in a timely manner, making sure adjustments will not need to be made to the account. The City should contact their assigned CSP, Marilyn Hardney, if they are unable to transmit data to the bank. She may be able to provide the City a solution on a case by case basis. You may also contact the ACH Transmission Services Group by phone at (813) 432-3800. C. What are your transmission deadlines for Direct Deposit ACH files? When (Day and time) does the Bank need the file from the City, and when specifically are funds debited from the City's Account? ISame -day settlement will occur if both the debit and credit accounts are held at J.P. Morgan. Next -day settlement will occur when an Involved account is not held at J.P. Morgan. ACH PPOs must be received two business days in advance. 2 If later deadlines are required, this should be discussed with your relationship team. d. Do you require or recommend pre - notifications for every transaction prior to actual transfer? How are returned pre - notifications handled? Although it is not required by NACHA, J.P. Morgan recommends pre - notifications if the City has the time to respond to corrections or returns generated by a notification of change and correct the information prior to the first payment. While J.P. Morgan recommends pre -notes at least three banking days prior to live - dollar origination, the bank can accommodate most timing scenarios. e. When are direct deposited payroll funds available in an employee's account? For ACH credits, the City will receive availability (memo post) for ACH collections upon opening of the business day on the settlement date. A hard post of the funds will occur at the end of the business day. Page 71 55E -166 J P Morgan Describe how returned direct deposits are handled, J.P. Morgan provides the City a detailed view of return items, including check returns, Automated Clearing House (ACH) returns and ACH notification of changes (NOC) via ACCESS Online. Run the report using the default date, account and transaction settings — or customize it by choosing desired criteria and settings. ii. Describe the acknowledgements you provide when you receive a file transmission, including the level of detail, the information required and the reconciliation procedures involved. File transmission acknowledgement options are described in detail in section K, question c. ill. Would you provide personal banking incentives for City of Santa Ana employees? The City's employees may be eligible to open a variety of Chase checking and savings accounts. Information regarding our consumer banking products and retail branch locations can be found at www.cliase.com or by visiting any Chase retail branch. 3. Electronic Payroll Tax Payments - Currently, the City pays its payroll withholding taxes with an Electronic Funds Transfer and desires to be able to deposit various employee Federal and State payroll tax payments via secure internet access within the Bank. Please describe the Bank's payroll tax withholding service. a. Do you offer a special service for making State and Federal tax payments? Describe the process including any limitations and timelines. J.P. Morgan supports the ability to originate a full range of U.S. ACH transactions and related remittance data including the TXP- formatted CCD+ transaction for tax payments. J.P. Morgan also offers repetitive and free -form funds transfer (wire) payments that may be used to create federal and state tax payment transactions. In addition, J.P. Morgan provides payment initiation services through ACCESS Online, our browser -based application. ACCESS Online contains ACH templates for all 50 states and federal taxes, which are periodically updated, as banking instructions and /or formatting changes are made by the taxing authority. b. Can payments be made via the internet? Phone? Other? Yes, the City can pay federal, state and municipal business taxes electronically via the Internet or phone. The City can streamline tax payment initiation activities and remain fully compliant with mandates for electronic filing. Page 72 ,.1.I ,Morgan 55E -167 C. If a payment has been made by the City in a timely manner but delayed in the Bank's system, will you absorb any penalties and interest charged by the taxing authority? Describe your support services and response time for notifying the City of any problems the transmission files. J.P. Morgan will compensate the City for the full amount of any penalty or interest expense resulting from any bank error, subject to our Account Terms and Conditions and the applicable Product Service Agreements. d. What are the transmission deadlines for tax payments? When specifically are fund funds debited from the City's account? Below are the transmission deadlines. Funding for ACH credits is required by is oo p.m. PT on the date of settlement, which is the Federal Reserve deadline for receipt of domestic wires. In its discretion, J.P. Morgan may require a customer to prefund the amount of ACH credit entries on the transmission date, or otherwise, prior to the settlement date. L. Information Reporting Services. Bank must provide on -line monthly account reconciliation reports, statements, account analysis statements, confirmation tickets and other report related features normally associated with municipal government accounts. The Bank must also be willing to customize such reports where feasible to accommodate the City's preferences. J.P. Morgan will continue to provide on -line access to account reconciliation reports, statements, account analysis statements, confirmation tickets and other report related features normally associated with municipal government accounts. J.P. Morgan will continue to accommodate the City's needs for customized reporting when necessary. Available partial and full reconciliation reports are listed below. Please see Appendix 5 for sample ARP reports. Page 73 JT 1V o gan 55E -168 Reconciliation Reports PacRage Report Bank Statement Yes Yes Provides a summary of credit, debit and paid check activity for the statement period, and balances at the start and end of the period. The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates, the dollar value of the transaction, and detailed transaction description. The report also provides closing ledger balances. Consolidated Diagnostic Yes No Provides an itemized listing of all issued and paid checks Summary Report exception items during the reconciliation period. Consolidated Yes No Lists both unpaid and paid checks for the reconciliation Reconciliation Report period. Full and range reconciliation clients may receive this report in addition to or in lieu of the Paid and Unpaid Reports. This report reflects the status of every check written whether paid, outstanding or assigned a special status such as cancel or stop payment. The standard report is printed in serial number sequence. Serial numbers are sequenced vertically. Coversheet Yes Yes Summary page. Current Stop Yes Yes Lists all stops on file for an account as of the reconciliation Reconciliation Report period date. DDA Paid File Yes Yes Provides an itemized listing of all paid checks during the period. Daily Paid File Yes Yes Provides an itemized listing of all paid checks during the previous business day. Miscellaneous Credit Yes Yes Lists all credit transactions posted during the reconciliation Reconciliation Report period. Miscellaneous credits include deposits, electronic credits or credit adjustments processed by the bank. Descriptive information relative to the item is provided where applicable. Miscellaneous Debit Yes Yes Lists all debit transactions, other than checks, posted during Reconciliation Report the reconciliation period. Outstanding Settlement Yes No Provides the balances pertaining to the issue information Report submitted during the reconcilement period. Paid No Issue Report Yes Yes Lists separately all the current- and prior - period paid items with no corresponding issue information on file. Items will remain on the report until issue information is submitted. The bank can generate a Paid -No -Issue Report upon request. Paid Only Diagnostic Yes No Provides an itemized listing of all issued and paid checks Summary Report during the reconciliation period. Paid Only Reconciliation Yes Yes Lists all checks paid during the reconciliation period. The Report standard Paid Only Report is printed in serial number sequence. Serial numbers are sequenced vertically. A grand total of paid items is printed at the end of the report. Page 74 J P Morgan 55E -169 Reconciliation Reports Package )�Name� Report Description Recap of Posted Items Yes Yes Provides a daily recap of all items posted during the reconciliation period. It also summarizes, per day, the number and amount of issues, stops placed, stops removed and canceled items. The report is printed in sequence vertically by day. Recon Data File Yes Yes Text file containing issues, stops placed, stops removed, canceled items and outstanding checks. Stop Reconciliation Yes Yes Lists all stops on file for an account as of the reconciliation Report period date. Unmatched Report Yes No Lists all unmatched paid and issued items (outstanding checks and paid -no- issues) as of the reconciliation period date in amount sequence. Unpaid Only Diagnostic Yes No Summary of outstanding check and exception items. Summary Report Unpaid Only Yes No Lists all outstanding checks and exception items, including Reconciliation Report stops and cancels, as of the end of the reconciliation period. The total of outstanding items is printed at the end of the report. The City will receive account bank statements for each account from the bank. These reports provide a summary of credit, debit and paid check activity for the statement period, and balances at the start and end of the period. The statement then provides a detailed chronological listing of all credit and debit transactions. For each transaction, the entry provides the ledger and value dates, the dollar value of the transaction, and detailed transaction description. The report also provides closing ledger balances. J.P. Morgan's account bank statements are available via secure Internet delivery with ACCESS Online, thereby providing the City with comprehensive reporting in the most timely and efficient manner. Our electronic account bank statements are identical to the paper statements mailed to clients and are available within two to three business days after the statement cutoff date. The account bank statements include all transactions posted to the account including all checks paid by check number with paid amount. Electronic account bank statements also include images of checks paid during the statement cycle. Correction entries made by the bank will be included on the statement as well. J.P. Morgan's electronic account bank statements provide the City with the following benefits: • Security measures include machine registration and the convenience of using a single sign -on to retrieve statements and perform entitlement via ACCESS Online. Email alerts are sent to notify authorized the City users when the account bank statements are available for download. Page 75 JYMorgan 55E -170 • The City will be able to print and view a statement as it would be presented in its original paper form. • The City can search for transactions by opening the statement as well as clicking on the image icon next to the statement name to see an image of the front and back of the cancelled check. • In addition, the City can save and print the statement in PDF format as well as export data to a Microsoft Excel spreadsheet or in CSV format. The Excel and CSV formats are available 24 hours before the PDF. The City will receive an account analysis statement each month identifying all services provided, product volumes and the resulting service charge incurred. The statement captures a monthly summary of the City's balances and service charges. Analysis statements are provided for each account and on a group summary basis. The City can retrieve electronic account analysis statements via ACCESS Online on the sixth business day after month end and up to 13 months of statements are available. All sections of your account analysis statement may be viewed, printed, and exported through ACCESS Online. Analysis statements will be available in PDF, Excel and CSV formats. The City can group specific accounts and billing relationships together for online analysis purposes, and create user profiles giving access to specific accounts or billing relationships as required. The City will benefit from online access with: • Faster delivery: The PDF version is available on the sixth business day. • Robust encryption technology: Allows you to export billing statement data into Excel format or text (CSV) for further analysis purposes. • Grouping of multiple billing accounts: Allows you to group specific accounts and billing relationships together for online analysis purposes. • Control over user administration: Security administration allows you to create user profiles giving access to specific accounts or billing relationships as required. It also allows you to reset user passwords. The City can also create and save customized ACCESS Online reports through a set of filter criteria, e.g., date range, accounts, reference numbers, check numbers, transaction types, etc. Users can: • Run, view and modify all customized reports quickly and easily • View reports online or export them to Adobe PDF or Microsoft Excel formats. Most reports can be exported into CSV, BAI2 or SWIFT MT942/MT940 files. • Schedule online reports for automatic generation. Once reports are run, users can retrieve them through their Report Inbox. Page 76 o.J, L Morgan 55E -171 Allow users to share a customized report, where one user can run a copy according to their schedule. A copy of the shared report will appear in the recipient's Reports Inbox, with an icon indicating it has been shared with them. When the original report is modified, the recipient's report will reflect the same modifications. Customize how to view or download reports with a set of interactive features. These intuitive features include the ability to move, show or hide columns within the report, sort columns on the fly, use J.P. Morgan's web search tool to filter data and add graphs or charts to quickly see trends. By letting the City view each change as it is made, the interactive report makes it easier to tailor to your specific needs. Once customized, the City can save the changes to pull the report again in the future. J.P. Morgan offers several master reports to assist the City with tracking the status of transfers. M. Web -based Applications. The City is interested in utilizing new applications and technology to increase the level of customer services available to the citizens of Santa Ana. The Bank must provide web based on -line services that provide added convenience and cost savings. These web based on -line services should include such services as., ACH, deposited returned items, image inquiry, image on demand, information reporting, statements, stop payments, wire transfer, payee positive pay, account balance inquiry, transaction inquiry, deposit history, and other on -line web applications, The Bank should have the ability to tailor web based banking applications to the needs of the City. The City will continue to use our electronic banking portal, ACCESS Online for ACH, deposited returned items, image inquiry, image on demand, information reporting, statements, stop payments, wire transfer, payee positive pay, account balance inquiry, transaction inquiry, deposit history, and other on -line web applications. ACCESS Online is a highly intuitive and easy to use, cash management solution that seamlessly integrates all treasury activities through a secure portal using a single authentication process. Wage 77 JY Morgan 55E -172 N. Implementation and Training Services, As part of any conversion period and as necessary thereafter, the Bank must provide on -site training to City personnel for the operation and use of the Bank's services and automated systems for all areas of service. The training must be sufficient to ensure that City personnel are proficient with all systems and procedures prior to the conversion date, and anytime thereafter. Training, operating manuals, and on- going support are to be supplied by the Bank for all services provided. [Items 1. Through 7. - Respond Only as Applicable] 1. Describe the overall plan your Bank would coordinate to ensure a smooth and error -free transition from a current Banking Provider. As a current customer, the City will not have to go through the challenges of a full bank migration and implementation. As we identify new solutions that can improve the overall efficiency of the City, J.P. Morgan will support you through the implementation of any new services using our standard implementation project methodology 2. How long does a typical conversion to your Bank take? As stated above, should the City select J.P. Morgan, the City will not be required to go through a bank change conversion. 3. Provide a detailed implementation schedule, including assigned responsibilities. Maintaining the City's relationship with J.P. Morgan allows you to continue your current treasury services without disruption. You will avoid a time- consuming and costly conversion process by choosing to retain us as your banking services provider. The City's employees can focus their valuable resources on other projects, which ultimately saves you significant work, time and money. Some of the advantages for the City are that accounts and processes will not change and there will not be a need to assemble a transition team or train employees on a new service. Another benefit of renewing the contract with J.P. Morgan is that the City will avoid many of the burdensome procedures and costs associated with switching financial service providers. In addition, your previously established Client Service and Implementation teams will continue to support you. They are already knowledgeable about your accounts and operations and will not require the learning curve of a new provider. If you do decide to implement any new, complex services, J.P. Morgan will work with the City to implement those services 4. Provide all costs and the responsible party (Bank or City) that are involved in an implementation? Should the City retain J.P. Morgan as your provider, there would not be any implementation costs. Page 76 JY Morgan 55E -173 51 Do you have a user group? If so, how are they structured? What topics are they currently discussing? J.P. Morgan is constantly working to improve the implementation experience by obtaining and reacting to client feedback. In 2015, gi% of our clients responding to a post - implementation survey rated their overall experience as very good to exceptional. Information is gathered through post - implementation email surveys, checkpoint calls between clients and implementation managers, in -depth debriefs with clients and on -site client visits. Implementation personnel performance is monitored on an individual basis with a monthly scorecard that tracks client feedback and a variety of other internal quality metrics. b. Describe the Banks hardware, software, and personnel utilized for technical applications of banking processes and procedures. Include a description of portals, transmissions and downloads of Information, electronic funds transfers, and e- Banking. Please refer to Section H, Electronic Reporting, question 7 for the bank's hardware and software requirements. 7. Describe the Bank's technical personnel who will be available to support the City's technical staff in implementing new processes and procedures to perform the City's banking functions. Training, operating manuals, and technical support shall be supplied by the Bank as appropriate for all services provided. Should the City decide to implement any new services, the City's dedicated implementation project manager would act as the primary point of contact between all levels of the City (e.g., management, users, technical staff and external partners) and your J.P. Morgan relationship team and staff. Your implementation project manager is responsible for securing the appropriate technical resources to assist the City with any required file testing and the setup and testing of any transmissions. The implementation project manager would schedule a kickoff meeting for large or complex implementations. Key tasks, personal responsibilities and time frames are documented and shared with all project team members. Subsequent meetings will be held to track and support the progress of the implementation. The City, in conjunction with the implementation project manager, would decide how often these meetings will be held. Support during implementation would include training, technical assistance, user manuals and on -site visits. In addition, the Client Service and Technical Support teams provide ongoing support. These teams also provide training, usage and technical assistance via telephone. Page 79 cJJ P Morgan 55E -174 O. Audit Requirements, Bank will be required to respond to audit confirmations and other requests for data at least annually or as needed from the City's outside auditors. Bank may be requested to permit the auditors to conduct on -site inspection of transactions or review the Bank's internal control system. Define the roles and responsibilities associated with these tasks. The bank will allow, at the City's expense, the City's auditors and independent public accountants, including where state or federal assistance is involved, state and federal auditors identified by the City, reasonable access during normal working hours to the City's bank records as is reasonably required in connection with their examination specifically pertaining to the City's accounts, and use of funds and services provided by the Bank to the City. Any access or examination will be: requested in writing; specifically describe the scope and records required; mutually agreed upon as to time and scope; and subject to J.P. Morgan's security procedures and record retention policies. J.P. Morgan may impose reasonable restrictions on the number of individuals allowed access, the frequency and length of access, and the scope of the records made available. The City shall reimburse J.P. Morgan for the reasonable cost of copying, collating, researching and producing archived information. P. Service Management. The City of Santa Ana places a strong value on excellent customer service and requires a commitment from both its own staff and the companies with which it does business. J.P. Morgan shares the City's emphasis on the need for excellent customer service. The City will continue to be supported by your existing relationship team: Jason Johnson, Kerwin Deese and Marilyn Hardney. We will continue to be proactive and will provide regular relationship reviews, training opportunities and client discussions to make certain that City staff stays up -to -date on the latest in banking technology, operational best practices and other related topics of interest. Page 80 J.P. Morgan 55E -175 Q. Disaster Recovery. The Bank's disaster contingency plans, contact list and backup systems which would enable the City to continue operations and provide services to its citizens in the event of systems breakdowns or other emergencies are important to the City's ability to provide continuous services to its residents and local business community. 1. Describe the Bank's disaster recovery plan in detail. As an integral part of normal business operations within J.P. Morgan, every manager in the firm is responsible for developing and maintaining resiliency plans as part of the firm wide Resiliency Management Program, part of the firm's Global Resiliency and Information Technology Risk Management department. Resiliency activities of J.P. Morgan must comply with and are governed by several agencies that have laws, rules and regulations. Within the firm's policy, requirements have been defined for each critical business process to provide essential business and technology service levels to comply with resiliency requirements of the Office of the Comptroller of the Currency, the Federal Financial Institutions Examination Council (FFIEC), the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U. S. Financial System and regulatory agencies within the different geographic regions. Resiliency planning is also commonly referred to by terms within the industry as business continuity, disaster recovery and contingency planning; they all represent the process whereby financial institutions ensure the maintenance or recovery of operations and service to their clients. Resiliency plans must explicitly address the business, operations and technology components of a business process, including those critical processes and functions provided by outside service providers and industry utilities. Contingency locations are an integral part of resiliency planning. In combination with the firm's testing program the locations ensure that the business resiliency plans remain accurate, relevant and operable to minimize disruption to our clients. Critical resiliency plans are tested annually, at a minimum, to verify the effectiveness of alternate locations and to demonstrate that the plans remain accurate and executable. J.P. Morgan's resiliency plans are subject to reviews by J.P. Morgan's Internal Audit Department and the Resiliency Risk Management group, which acts as the firm's governing body for Business Resiliency measures. The plans must address and comply with documented organizational requirements. All findings are escalated to the business units, Risk Management and division executive for review. The firm's Board of Directors reviews the status of the overall resiliency program on an annual basis. J.P. Morgan's exercises commercially reasonable efforts to ensure that the firm meets our obligations to you and to all of our clients. The firm's resiliency program provides comprehensive business impact analysis, risk assessment, Page 81 JTMorgan 55E -176 resiliency planning and testing to ensure we can manage our risk and our clients risk within a reasonable time period. A summary overview of J.P. Morgan's CIB business resiliency planning is provided for your review in Appendix 6. If you require more detail regarding our business resiliency planning methodology, we will be pleased to arrange a meeting for you with members of our business resiliency staff. 2. Where are off -site facilities located? How quickly can this facility be activated in the event of an emergency? Due to the sensitive nature of this information, J.P. Morgan does not release specific details on the location of primary and backup data centers and processing sites. All backup sites and hot -site locations are in a separate zone or region depending on the product and regulatory requirements of the country in which we are operating. J.P. Morgan's corporate policies use the zone designation to measure and depict local diversification of infrastructure and access. To address wide -scale disruption, the term region, as a designation, is used to measure and depict the susceptibility of multiple locations to the same wide -scale disruption. An analysis to determine zone and region designation is performed by our Corporate Real Estate /Corporate Security /Global Life Safety business units with input from Corporate Technology and Corporate Resiliency Risk Management. Each J.P. Morgan business unit performs a formal Business Impact Analysis (BIA) to assess the operational, financial and reputational impact of a service disruption on clients and the firm. The results of the business impact analysis are used to determine the criticality of the function and the corresponding recovery time objective. Recovery time objectives and service levels vary based on criticality of the specific business function. For our most critical functions, we apply a 2-hour recovery time objective for full resumption of normal operations. For other functions, we apply recovery time objectives ranging from 4 -72 hours. For the least critical functions, we apply a recovery time objective of 73 +, which results in those business functions deferred and /or suspended. Business and support group areas must identify their requirements based on their process capacity needs to address a loss of an entire zone for a minimum of 3o days. This enables businesses and support groups to stage their recoverability over that time period. Page 82 J.P. Morgan 55E -177 R. Bank Liability. The City will assess the degree to which the Bank will assume liability for injury or harm to the City, its officers, officials, employees, agents, vendors, customers, bondholders, and third parties in general. The City needs to clearly understand the extent to which the Bank is willing to assume liability if and when extraordinary events might occur. The bank's acceptance of liability for damages to the City and /or its employees (in connection with failure to process payroll payments) will, in each case be dependent upon facts and circumstances of the particular situation, and any contributory fault or negligence of the City or third parties not controlled by the Bank, as well as timeliness in the City's notification to the Bank of any issues with respect to altered checks, non - receipt of electronic transfers, and the like. The bank generally does not accept liability for indirect, consequential, or punitive damages. 1. Under what circumstances will the bank assume full liability for check fraud on the City's accounts? J.P. Morgan has been an industry leader in offering a wide a variety of sophisticated fraud protection services, to protect our clients and the bank from financial loss due to payment fraud. The laws governing checks and negotiable instruments, primarily in Federal Regulation CC and the UCC, and interpretation of those laws have been changing to reflect a shared responsibility and partnership between clients and their banks. Therefore, we strongly recommend the usage of positive pay, Payee Name Verification and other applicable fraud protection services, to prevent any and all losses due to check fraud. Each situation is unique and will be examined and researched carefully by our Fraud Control team. The aspect of liability will then be determined on a case by case basis, after all the supporting facts have been reviewed. Currently in most states, the UCC provides for defenses that can be raised to a claim of loss due to check fraud based on the following principles: • Ordinary Care — the observance of reasonable commercial standards that prevail in the area in which the person is located and with respect to the business in which the person is engaged. • Comparative Negligence — in situations where there is loss due to fraud, a court would compare the client's negligence against the banks negligence to determine who should be liable. • Contributory Negligence —the client could be found to have contributed to the loss if, for example, they fail to safeguard checks from forgery or alteration by a "reasonable commercial standard," and that failure to safeguard contributes to the forgery or alteration. Page 83 JY Morcran 55E -178 • Reasonable Promptness — Clients must exercise reasonable promptness in examining statements or items to determine if any payment was not authorized and to notify the bank. The UCC allows for certain terms to be modified by agreement and most banks, through their account terms, require clients to review their statements within 30 or 6o days and to report any errors. Z Under what circumstances will the Bank assume liability for wire failure, any subsequent nonpayment to the City's bondholders or unauthorized wire transfers? In general, J.P. Morgan accepts a wire transfer by executing the order. J.P. Morgan is authorized to execute payment instructions that it has received and accepted prior to the cutoff times. In the unlikely event that we cannot complete the execution of a transaction released to us in time, and confirmed to you as accepted, our service staff will notify you of the circumstances and discuss with you alternative courses of action. In the event that there are problems with a wire transfer, legal liability will be determined based on applicable law and the particular facts at issue. 3. Under what circumstances will the Bank assume liability for damages to City employees in the event that Direct Deposit failed? ACCESS Online is a web -based platform, therefore, authorized users may view the transaction status, at any stage of the payment, up until the point it is successfully released and a client confirmation number is received (or rejected) from J.P. Morgan. Rejected items will appear on ACCESS Online, allowing the City to make any adjustments required. Additionally, J.P. Morgan offers eServe, an online inquiry tool that allows ACH clients to reverse incorrectly encoded entries and transmit correcting entries. Your Relationship Team can request additional research for any items that fail that the City is not notified of via ACCESS Online or eServe. We will work with the City to find a resolution for each failed payment. 4. What assurances will the Bank make that no unapproved debits are made to the City account(s)? If an unauthorized debit occurred, what procedure does the Bank have for reversing it? J.P. Morgan will continue to provide ACH Debit Block and Transaction Review to the City to assist with preventing unauthorized debits. The City should reach out to their dedicated CSP, Marilyn Hardney, to dispute any unauthorized debit that should hit their accounts. Page 84 JY Morgan 55E -179 ACH debit block enables the City to specify which companies are authorized to post ACH debits to its accounts, blocking unauthorized use. The system's "block all" option prevents all ACH debits from posting. The City may also set dollar limit ceilings. With the ACH debit block transaction report, the City receives a daily report that provides a listing of all transactions that are blocked. Data is transmitted via Voltage secure email to identify blocked transactions or optionally to indicate that no transactions were blocked. ACID Transacts ®n Review ACH transaction review, available through ACCESS Online, enables the City to review and confirm ACH debit and credit transactions online, as well as return unauthorized transactions on a case -by -case basis. Page Bra wJ•I-,1VLot an 55E -180 ACH Debit Block ACH Transaction Review Transaction Types Debit Debit and Credit Criteria Block all: Review all or subset transactions by • By Company ID filtering: • By maximum dollar amount • DR /CR transactions • Company ID • Dollar amount /dollar range • Transaction type Returns Returned automatically Client return decision required Timing Presentment day Day after presentment Notes: Blocked Transaction Report Transactions blocked by ACH Debit Blocking will not be presented for review Page Bra wJ•I-,1VLot an 55E -180 Debits not Affected by.ACHDebit Block /Trartsaction Review In accordance with customary practices, as well as applicable law and rules, the following types of ACH- related debits will not be blocked: • ACH debits to the City's account to offset ACH credit entries originated by the City through J.P. Morgan • Reversals of previously received ACH credits • Reclamation entries, as defined in the NACHA operating rules • Debits to the City's account initiated by J.P. Morgan to correct processing errors, effect back- valuations or make other adjustments • Returns or reversals of ACH debits originated by the City • Fees or charges owed for services provide by J.P. Morgan 5, Under what circumstances will the Bank be liable for missing deposits? What procedure, if any, does the Bank have for resolving disputes over deposits? The City's client service professional (CSP), Marilyn Hardney, will continue to be your point of contact for all your research requests. Marilyn will work with the appropriate operational colleagues to make sure your request and /or adjustment is handled in a timely and accurate manner. In addition, Marilyn has the authority to escalate whenever necessary to make sure that issues are resolved. 6. What protection does the Bank afford that all City issued checks will be honored? Should a payment take your account balances over the intraday limit, the transfer will be stored electronically and referred to your funds control officer in the Transaction Approval Group (TAG) for approval. If covering funds are received while the payment is stored, the transfer will be automatically released without manual intervention. S. Miscellaneous Questions 1. Will the Bank assign a designated representative to the City's account for inquiries, day -to -day communications and problem resolution? If no, how will these items be handled? Yes, Marilyn Hardney will continue to serve as the City's dedicated client service professional (CSP) for account inquiries, day -to -day communications and problem resolution. In addition, you may also reach out to the other members of the City's relationship team. Page 86 J i Mor aCan 55E -181 2. Are there toll -free numbers for customer service and technical support? What hours is live phone assistance available? In addition to your primary and back -up client service professionals, the Commercial Banking Service Center is staffed with CSPs who can help with routine requests from 5:00 a.m. to 5:0o p.m. PT Monday through Friday. Our Technical Solutions Group (TSG) provides support to the City for ACCESS Online and Virtual Remit related inquiries, which includes troubleshooting browser, software and scanner issues. They will also assist you with MICR correction, multifactor authentication, Internet troubleshooting, password resets /unlocks, resolving error messages, etc. The Technical Solutions Group offers extended hours of operation, from 1: oo p.m. PT on Sunday through 5:00 P.M. PT on Friday. Additionally, our Transmissions team provides support for clients initiating file transfer or receiving reporting via Direct Transmissions to J.P. Morgan. Staff is available to assist Transmissions clients from 12:00 p.m. PT on Sunday through 11:0o a.m. PT on Saturday. During all other hours, staff is available on call. Technical Solutions Group — (Soo) 888 -8053 Customer Service Center — (866) 954 -3718 3. Will the Bank cash payroll checks at no cost for City employees? J.P. Morgan will continue to cash the City's payroll checks drawn on J.P. Morgan. The City may elect to have fees charged to the payees or to absorb fees on behalf of the payees. This applies only to payees without Chase accounts; Chase account holders will not incur fees. Reasonable thresholds will be established for the City based on the expected activity and risk for the account. The threshold represents a maximum per check limit. The standard maximum threshold is $5,000; any increase in that threshold requires additional reviews and approvals. Pricing for non - account holders is $8 per item and can be charged to the payee at the teller line or absorbed by the client via account analysis. J.P. Morgan offers on us check cashing which does not require a check cashing agreement. 4. The Bank will be required to provide certain transaction confirmations and respond to other requests for data as needed from the City's auditors. Will the Bank be able to comply with such requests? The City has two options for requesting an audit confirmation from J.P. Morgan: Confirmation. comi allows the City to request audit confirmations electronically. Your requests will typically be completed within two business days for most account types when using the website. Page 87 JY Mor an 55E -182 e Faxing the request is also an option. Responses to faxed requests could take up to io business days. Confirmation.com is an independent provider of electronic confirmation processing. To begin using this service, your audit firm must first register at w vwxonfirmation.com. Once your registration has been submitted and validated, you can begin submitting your audit confirmation requests online. S. The Bank must identify the cost (if any) to the City for: depository bags including bulk coin deposit bags, endorsement stamps, deposit slips, standard commercial currency supplies such as currency wrappers, check stocks, deposit tickets, labels, and other necessary supplies. a. Can supplies be ordered on -line? Our client service professionals are available to assist the City's authorized personnel with detailed instructions as needed. The City orders deposit tickets and other supplies directly from J.P. Morgan. b. Can the costs of these supplies be paid through Account Analysis? The bank debits deposit tickets, endorsement stamps and depository bag fees directly to the City's account. Other depository supplies may be charged through account analysis T. Desired Related Services Not Part of this RFP Armored Car Services. The City desires the bank to bid and provide armored car service for two locations, 1) Santa Ana City Hall, 20 Civic Center Plaza, Santa Ana, CA 92701 and 2) Santa Ana Zoo located 1801 E. Chestnut Ave, Santa Ana, CA 92701, Pick up services would be four to five times a week Monday through Friday after 12:00 p.m. City Hall is closed alternating Fridays. Armored car Service Company must ensure same day credit. a. Can this service by paid through account analysis? J.P. Morgan does not provide ground -based courier services for the pick up and delivery of domestic paper check or cash deposits. The City will need to continue to contract independently with an armored courier service provider and this service will need to be paid for directly by the City. J.P. Morgan can not process the charges for this service through Account Analysis. The bank does not endorse any specific third -party couriers. However, based upon the processing site, J.P. Morgan can provide details of the existing couriers in those markets. Any changes to the City's current armored courier service provider will need to be approved by the bank. b. Describe the services and pick -up times available from armored car companies the Bank utilizes that can ensure same day credit. We suggest that the City continue having deposits delivered to our Los Angeles cash vault location. The City will also continue working with their Page 88 J Y Morgan 55E -183 dedicated client service professional, Marilyn Hardney on deposit adjustments or research requests. • Cash -Only Deposit Deadline for Same Day Credit: 8:0o p.m. • Mixed (Cash and Check) Deposit Deadline for Same Day Credit: 3:30 p.m. • Check -Only Deposit Deadline: 3:30 p.m. 2. Custodial Services - The City currently has a $309 million investment portfolio, approximately $245 million of which is in securities maintained by its current Custodian. Currently, Custodial Services are conducted under a separate contract with BNY Mellon and this relationship may be continued. The City requires the Custodian to be thoroughly familiar with the public sector and the investment of public funds. There is no guarantee that the City will use the depository bank for safekeeping but may exercise its option in this area. However, the Bank will be required to have book -entry safekeeping services through the bank, Correspondent processing is not acceptable. Delivery versus payment basis is required to clear securities and report investments to ensure the protection of its security interest in portfolio investments. a. Describe Custodial Services offered by the Bank including confirmation of maturities, expected interest payments, calls ad purchases. Provide samples of confirmation, expected interest payments, and call notices. b. Discuss timelines for receiving month -end reports, statements, and confirmation reports, Are these available on -line? C. Custodial statements must describe assets completely as cost, par and market value as of the end of the month. Please provide a sample. d. Describe the Bank's funds transfer procedures for transferring funds to the City on a same day basis. e. Can this service be paid through account analysis? f. Identify the advantages and disadvantages associated with having the custodial account reside at the Bank that is also the provider of the City's general Banking services. J.P. Morgan respectfully declines to bid on Custodial Services for the City. Page 89 aJT Morgan. 55E -184 3. Merchant Card Services. The City is hoping to potentially combine credit card merchant services (or some portion of merchant services) with banking services to streamline operations and cash flow as well as operational coordination but is not required to do so. The City currently accepts credit cards over the counter at four (4) locations utilizing its city -wide cashiering system, System dnnovators lNovah. The City also accepts credit card payments via the City's website for water utility, business license tax, dog licensing, and limited types of building permits. The City also accepts credit cards at its parking meters. The City desires that the Bank chosen for banking services will have a close working relationship and working history with one or more of the City's merchant services providers if the bank itself does not offer the services under a subsidiary or affiliate. a. How is the applicable interchange fee determined for each transaction? What does the Bank recommend to minimize interchange fees? The interchange fees charged are set by the card brands and determined by several factors. Some of these factors include the type of organization accepting payments (i.e. utility, government services, higher education, coffee shop, etc.) and how the card is accepted (i.e. swiped in person or keyed in over the phone in a card not present environment). We work consistently to help the City qualify for the lowest interchange rates available. The following business practices and system features illustrate our continuous effort: • Our automated interchange management and monitoring process provides you the benefit of an optimal fee structure and minimizes the overall interchange clearing expense. • Our extensive edit process helps ensure that non - qualifying transactions are successively cleared at the optimal rates for which they can qualify. • Our system - generated exception reporting capability monitors, reports and reviews downgrades at a certain threshold or higher. • We provide ongoing communication and support to promote interchange best practices. b. When and how are the discount rate and other fees charged to the City? Can this fee be paid (in whole or part) through Account Analysis? We are pleased to offer the City the ability to offset Chase Commerce Solution credit card interchange and merchant processing fees against qualifying deposits. The City will benefit from a managed earnings credit rate of .31% towards the offsetting of these fees. Please note that no floor rate applies to this special purpose account. Page 90 JT Morgan 55E -185 Balances used to offset merchant processing related fees must be kept in a separate DDA as the offered ECR for traditional Treasury Services in the primary depository accounts are at a different rate. Your relationship team will work with you to discuss the City's different account options and determine the most efficient account structure that meets the City's needs. Please note that the ability to offset merchant related fees via account analysis is limited to those incurred through a merchant processing relationship with Chase Commerce Solutions and the City must receive a billing statement directly from Chase Commerce Solutions for the services provided. C. Describe the Bank's position on allowing service /convenience fees to be added to credit card transactions. We support the allowance of service /convenience fees that comply with Card Associations rules and regulations. d. Describe your reporting methodology and how adjustments and chargebacks are handled. Are chargebacks and other debit adjustments netted from daily proceeds or debited separately? What is the rebuttal process? We offer the City a full array of processing reports through Resource Online, our proprietary suite of innovative Web -based tools that enables you to quickly and easily access your payment processing data. Resource Online provides access to front -end point -of -sale data, back -end reconciliation data, and more. Access is modular, so we can tailor the reporting tools to meet your needs and to make the most sense for your organization. We debit credit card chargebacks and other debit adjustments during the daily settlement process. We usually debit chargebacks from the client's main operating account and can debit them separately from your daily funding credits. The information can be tied back later using our Resource Online reporting tool. In addition, you can configure the Funds Transfer Instructions (FTI) for chargebacks and adjustments to provide detail for reconciliation. e. Is the Bankcard relationship managed by a separate unit of the Bank, or by the Account Relationship Manager? Please briefly describe the structure of this area. Payments processing and merchant acquiring services are provided through Commerce Solutions within J.P. Morgan's Consumer and Community Banking group. The City's dedicated Client Service Professional will also assist in issues related to merchant card services. Page 91 JT Morgan 55E -186 4. Corporate Credit / Purchase Cards - The City currently has from 8 to 10 corporate credit cards issued to select employees and averages approximately $500,000 in card transactions annually. a. Can the Sank provide the City with corporate / purchase credit cards? Yes, J.P. Morgan can provide the City with commercial cards. Based on the City's objectives, we recommend the One Card for your commercial card program. The J.P. Morgan One Card is a powerful way to combine all of your purchase and travel expenditures into a single card program. From office supplies and equipment to airfare, hotel, and restaurants, the One Card is the only card you need. This versatile solution also empowers the City to: • Identify process efficiencies and potential savings through robust, web -based reporting • Pay vendors faster while optimizing cash flow • Customize cardholder controls • Earn an annual rebate by charging qualified purchase or travel expenses to the card • Leverage support for your employees as well as for your program administrator Robust, Web-Based Reporting J.P. Morgan works with MasterCard to provide our clients with the smartdata.gen2 (smartdata) system which simplifies reporting, data management, and approvals for all card charges, including out -of- pocket cash transactions such as cab fares. Smartdata further supports your program administrator, managers, and cardholders by delivering daily transaction updates, line -item detail, and the following advantages: • Comprehensive reports— Dozens of reports can be viewed 24/7/365, supplying a full overview of where and how your employees are spending across your entire organization. • Default transaction coding— General ledger codes can be linked to a merchant category code, specific merchant, or card account. Our electronic coding allows you to automatically assign general ledger codes to transactions without manually entering every expense. Page 92 J P Morgan 55E -187 • Integrated transaction data —The City can integrate card transaction information into your ERP system without the need for manual data entry; Microsoft Excel files can also be generated for custom data analysis by your finance, audit, or managerial staff. Simplified program administration— Smartdata makes program management easier through the Smart Data Real -Time Account Manager (SDRAM) for your administrator, managers, and cardholders with online transaction review and email approval notification. Administration functions such as new card requests, address changes, and spend limit adjustments can be completed online and in real time. Faster Vendor Payment with Optimized Cash .Flow The One Card can help the City limit costs by replacing requisition, purchase order, and reconciliation processes with intelligent card controls and reporting. Operations are streamlined by eliminating steps such as purchase order data entry and vendor setup. You can also reduce check writing by consolidating all purchases into a single monthly payment. Customized Cardholder Controls Each card can be customized with restrictions based on single transaction limits, daily or monthly velocity limits, merchant category codes, and ATM access. These controls support the budget parameters and spend policies your organization establishes without restricting your employees' job effectiveness. Annual Rebate We offer our clients competitive incentives based on charge volume. Detailed information is provided separately in our financial offering in Appendix 7. Comprehensive Program Support Our experienced team offers support at all levels of your organization. We provide assistance for implementation and daily program administration to help ensure the success of each program with the following support resources: Page 93 J P. Morgan 55E -188 Implementation support —An implementation Associate works with your program administrator throughout program launch. You can expect your administrator to receive guidance in card industry best practices along with access to helpful resources that allow you to leverage our experience, such as sample policy manuals and cardholder agreements. • Technical support — Smartdata training and program setup assistance are provided for your program administrator. Ongoing support for system functionality and data integration questions is also available through our technical help desk. Cardholder support —The City's cardholders receive 24/7/365, toll -free assistance with account - related questions. What is the prevailing interest rate? J.P. Morgan does not charge interest on our commercial cards. However, we do assess late fees if payment in full is not received on or before the payment due date. Please refer to our financial proposal in Appendix 7 for comprehensive information about potential program fees. fl. Is there a rebate program for early payment? Yes, early payment may result in a higher rebate. Please refer to the financial proposal for the payment options that are available to City of Santa Ana. Early payment rebates are listed in the File Turn Incentive section of our financial proposal. iii. Is a 25 day grace period available on a non- premium basis? Yes, our standard settlement terms are 30/25. The first number (30) is the number of days in the billing cycle and the second number (25) is the number of days after the end of the cycle before payment is due. The 25 days are generally referred to as the "grace period." Please see our financial proposal in Appendix 7 for further details. Other settlement terms are available, depending on payment arrangements. The settlement term must be selected prior to contract creation. b. Does the Bank provide consolidated and individual monthly billing for all corporate cardholder's accounts? Please describe and provide a sample billing. Is this billing available on -line and is there an online monitoring tool? Yes, J.P. Morgan offers the following convenient billing statement options: Page 94 J.'r Morgan 55E -189 Account Statement —This detailed report lists the transactions charged to an account during a specified reporting period. The summary page provides report totals by account. Hardeopy summary and memo statements —Upon request, your accounting department and cardholders can automatically receive hardeopy statements detailing all transactions to be paid for the billing period. For centrally paid accounts, each cardholder can also receive a zero - balance memo statement to assist in reconciliation. Electronic summary and memo statements —The City can access electronic versions of statements (summary and memo) through smartdata. The account statement report can be run individually, by hierarchy, by account group, or for the entire program. Sample Billing Statement Please refer to Appendix 8— Sample Billing Statement. Online Statements Yes, as mentioned above, smartdata can be configured to provide an Account Statement report to match the City's billing cycles. This allows you to log into the system two days after cycle close to view and /or print statements. Cardholders will receive email notification that they can access statements in their smartdata inbox. Online Monitoring Yes, the smartdata system enables the City to monitor your account online as well as generate multiple standard reports online at any time. Leveraging smartdata's web -based capabilities, these standard reports cover all major aspects of commercial card programs, including transaction details, supplier information, and travel- specific data. The reports most frequently run by our clients include the following: Transaction reporting —Line Item Detail, Daily Transaction Summary, Cash Transaction Detail, Spend Analysis by Transaction Category Cardholder /hierarchy reporting— Account Spending Analysis Detail, Account Statement, Account Status Page 95 JY lY o gan 55E -190 • Supplier reporting— Merchant Summary Detail, Merchant Related Spending Alerts, Spend Analysis by Merchant, Spend Analysis by Merchant Category Users can generate reports as often as needed and export the data in a variety of formats, such as PDF, for easy printing and archiving. Reports can also be scheduled to run automatically by billing cycle or on a daily, weekly, or monthly basis, according to a City- determined schedule. An email alert can be set up to notify users when their scheduled reports are available. The flexibility of smartdata's on- demand and scheduled reporting will allow your organization to closely monitor your card program. Full hierarchy support provides reporting rights at cardholder, department, and organization -wide levels. C. Please describe and provide details for the corporate / purchase credit card administration? The MasterCard smartdata.genz (smartdata) system is entirely browser based and includes functionality for information reporting, real -time account management, and reconciliation. Information Reporting in S artcdata With smartdata, the City can access multiple standard reports that cover key program aspects such as transactions, hierarchy, cardholders, and suppliers. System users can view information at a unit- and card - summary level, and they can also drill down to transaction details. Available filters include hierarchy level, date range, review status, post or transaction date, and reporting currency (for select reports). Program administrators have the additional advantage of being able to prepare detail, summary, and exception reports on demand. These reports can easily be saved and distributed through email. Reports can be scheduled to coincide with your billing cycle, or they can be scheduled to run on a daily, weekly, or monthly basis. Users can receive alerts when their scheduled reports are available in their smartdata inboxes. User - defined reports are also available on an on- demand basis, or they can be run on a pre -set schedule for compilation and distribution according to your needs. Flexible output options include Adobe PDF, Microsoft Excel, text files, data interchange files, and email messages. Page 96 .J•.0 lV o ga J. 55E -191 Real -71Yne Account Management Program administrators can manage accounts in real time using the Smart Data Real -Time Account Manager (SDRAM) feature of smartdata. With SDRAM, administrators have the ability to easily create accounts, view account status, close cardholder accounts, request replacement cards, view cardholder account information, review recent transaction activity, and change cardholder credit limits. Reconciliation With smartdata, users can filter transactions to display by merchant, merchant postal code, merchant category code (MCC), transaction amount range, and /or transaction type (e.g., airline or hotel charges). Receipts can also be appended to individual transactions and downloaded in masse. To further support your reconciliation requirements, transactions can be split up to ego times, and account values are editable according to the City's specific rules. Online .Maintenance With Smart Data Real -Time Account Manager (SDRAM) your program administrator can quickly and easily manage your organization's accounts in real time. Features include the following: • Access up -to -date account status and details • Request new accounts • Close cardholder accounts • View and update cardholder contact information • Request replacement plastic for existing damaged cards • Change cardholder account credit, velocity, and dollar limits • View and update credit, velocity, and dollar limits specific to MCC groups • Review recent transaction activity, including the reason for any declined transactions • View and print account maintenance summary and detail reports as well as audit logs Program administrators can also contact J.P. Morgan's program coordinator group for assistance with any of these tasks, or for help with functions that cannot be completed online. Page 97 J.P• Morgan 55E -192 Number ofAdminish -ators There is no limit to the number of administrators or users the City can give access to use smartdata. There is also no cost associated with setting up new users in the system. U. Additional and Other Services. The Bank is encouraged to list additional services and the costs for those services that are customarily provided to governmental entities. In your Bank's proposal, describe alternate approaches to the requested services where feasible or additional services offered or recommended, which may not be specifically requested but of benefit to the City. Discuss any creative pricing or payment options the Bank can provide. We make it our business to anticipate how to serve the City better. Your relationship team will deliver on this commitment. The following solutions are considered to be of value to the City. Your Relationship Team looks forward to providing additional details should the City be interested. • Corporate Quick Pay • Check Print • Lockbox Services • Transmission Services • Single -Use Account Program Corporate Quick Fay Corporate Quick Pay (CQP) is an innovative payment solution built for mobile and online interactions and designed to reduce the costs associated with processing paper checks for small payments, while accelerating the availability of these funds to the City's consumers. Accepted payments are processed as quickly as the next business day. Advantages for the City's constituents to use Corporate Quick Pay include: • CQP offers a faster way to send payments to the City consumers via email. • Online and mobile portals are secure and have strong password requirements. • CQP offers payment notification to your consumers including what the payment is for and any supplemental information provided by the City. • While J.P. Morgan provides payment processing, your consumers are not required to have a J.P. Morgan account, so your payment can be sent to an account your consumer maintains at any financial institution in the United States. Page 98 JT Morgan 55E -193 Your consumer's bank account information is securely stored and encrypted in Corporate Quick Pay and is not shared with the City. Check Print J.P. Morgan's offers two different methods for Check Print service, one via direct transmission and one via upload from ACCESS Online. Both are described below in detail. Check Print via Direct Transmission J. P. Morgan's Check Print service provides the City with a comprehensive print -to -mail solution for processing large volumes of checks. We have offered check print and dispatch services for more than zo years. Designed to help you lower operating costs, our service removes the City's need to maintain printing equipment and unnecessary overhead associated with printing checks or remittances advices. Our services help to: • Reduce costs associated with maintaining in -house print operations. • Free up the City resources to focus on core competencies. • Eliminate capital investments in machinery and technology. • Rely on tested and proven disaster recovery capabilities. • Reduce the risk of fraud through advanced fraud prevention technology. The City can submit check print instruction files via: • Direct transmission • Single mixed payment file via Host -to -Host Payments We send automatic file confirmations to authenticate each transaction, and alert you to any issues. Validated files are routed to one of our two advanced print facilities where we then print, insert, and forward checks and remittance details to you or your payees via the U.S. or Canadian mail or courier by the following business day. Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent for print. Checks that are flagged as suspect after the initial review are not printed until a pass status is received. Any check that may be delayed for print is listed on a report sent to you daily at ii:oo p.m. ET. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your client service professional will contact you. Once the check passes screening, it is sent for printing and mailing, and the status is updated on the daily report. Page 99 JT MOrQ an 55E -194 Payables fraud protection services are required for check printing. Check issue information is automatically generated and then sent to our account reconciliation processing (ARP) platform. Check issues are sent to all Chase teller systems across the country, to offer positive pay fraud protection and payee name match service at the teller window. Upon presentment by the payee, the item would be immediately scanned by the teller and then matched to the authorized check issuance details on file, provided by the City. If there are any variations to the payee name details or the item was not found on our records, the encashment request would be denied and the payee would be advised to contact the City. This level of protection is just one of the many benefits you may realize in choosing J.P. Morgan as your check print outsourcing provider. Checks deposited at a Chase ATM are also screened against the positive pay records. Checks not matching your issue records will have a fund availability hold placed against the check amount, allowing for your positive pay exception review and a pay or return decision before the check amount is available to the depositor. Payee name verification is not part of the ATM positive pay review. Through significant infrastructure and technology investment in our U.S. printing facilities, we can offer the City a low -cost, high - quality printing solution that is designed specifically for you and that can be adapted as your needs change. The City may send a single file to J.P. Morgan with instructions for U.S. ACH, global ACH, domestic and international wires, Corporate Quick Pay, single -use accounts, check, and PX payments. Additionally, file mapping from ERP and treasury systems provides for efficient interfaces. We accept multiple file formats, including ASC ANSI X12. J.P. Morgan's check printing platform features include: Both standard and customized templates for accounts payable and payroll checks. Use of our standard templates will offer a quicker and lower implementation costs. A postal net barcode provides for processing efficiencies with the U.S. Postal Service, which translates into postal discounts that leverage not only your own volumes, but those of our other clients as well. New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark and security alert verbiage. Check Print via ACCESS Online J.P. Morgan's Check Print service provides the City with a comprehensive print -to -mail solution for processing large volumes of checks. We have offered check print and dispatch services for more than zo years. Designed to help you lower operating costs, our service removes the City's need to maintain printing equipment and unnecessary overhead associated with printing checks or remittances advices. Our services help to: Page 100 J.PMorgan 55E -195 • Reduce costs associated with maintaining in -house print operations. • Free the City resources to focus on core competencies. • Eliminate capital investments in machinery and technology. • Rely on tested and proven disaster recovery capabilities. • Reduce the risk of fraud through advanced fraud prevention technology. The City can submit check print instruction files via: • Direct transmission • Web file upload or check direct entry through ACCESS Online We generate online file confirmations to authenticate each transaction and alert the City to any issues. Validated files are routed to one of our two advanced print facilities, and printed and mailed by the following business day. Then we print, insert and forward the checks and remittance details to you or your payees via U.S. or Canadian mail or courier. Check print requests are sanction screened prior to printing. Checks that pass sanction screening are sent downstream for print. Checks that are flagged as suspect, after the initial review, are not printed until a pass status is received. Any check that may be delayed for print is listed with a status of "pending investigation" in the online reports. Most suspect items pass after the sanction screening team reviews additional information provided by our check print system. If further information is required to complete the sanction screening, your client service professional will contact you. Once the check passes screening, it is sent for printing and mailing, and the online status is updated. Payables fraud protection services are required for check printing. Check issue information is automatically generated and sent to our account reconciliation processing (ARP) platform. Check issues are sent to all Chase teller systems across the country, to offer positive pay fraud protection and payee name match service at the teller window. Upon presentment by the payee, the item would be immediately scanned by the teller and then matched to the authorized check issuance details provided by the City. If there are any variations to the payee name details or the item was not found on our records, the encashment request would be denied and the payee would be advised to contact the City. This level of protection is just one of the many benefits you may realize in choosing J.P. Morgan as your check print outsourcing provider. Checks deposited at a Chase ATM are also screened against the positive pay records. Checks not matching your issue records will have a fund availability hold placed against the check amount, allowing for your positive pay exception review and a pay or return decision before the check amount is available to the depositor. Payee name verification is not part of the ATM positive pay review. Page 1.01 JTMorgan 55E -196 Through significant infrastructure and technology investment in our U.S. printing facilities, we can offer the City a low -cost, high - quality printing solution that is designed specifically for you and can be adapted as your needs change. J.P. Morgan's check printing platform features include: • Standard templates for accounts payable, payroll, claims, and dividend checks. • A postal net barcode provides for processing efficiencies with the U.S. Postal Service, which translates into postal discounts that leverage not only your own volumes, but those of our other clients as well. • New check paper stock provides security features, such as chemical sensitization, invisible fluorescent security fibers, security watermark, micro printing, control numbers and security alert verbiage. =a® —o Submit check print information and all necessary instructions. • Dedicated operations and client service support available. 1 i t— Fite totals anderrorreponing. IIFI • U.S. Postal Service • Overnight courier • Canada Postal Service tom. l 55E -197 M • Check issuance data sent to ARP for timety reconciliation and positive pay fraud controls. • Receipt of file totals and error reporting.. - • Checks and remittances printed • Printed documents inserted into envelopes. • 100,000 sq. ft. processing sites, supporting over50 million checksannually. • Locations are fully redundantandcan redirect printing within hours. J P. Morgan Our quality controls throughout the bank are an area of continual focus and improvement for us. With check print, as with all services, we will not sacrifice the accuracy of our work for any other consideration. For purposes of audit control and security, J.P. Morgan's standard check print process uses blank roll feed stock, with digitized logos and signatures applied electronically to each item as it is printed. We recognize the importance of printing high quality checks to maintain low check reject rates. As such, samples of checks are requested periodically throughout the day by the Quality Control area. Sample checks get tested for both MICR quality and conformity to the established check specifications. Should the checks not pass the MICR quality test, the checks are not permitted to be mailed. They are securely shredded, reprinted and quality checked again for proper adherence. If the issue is determined to be file- based, internal J.P. Morgan technology contacts are engaged to troubleshoot and resolve the issue. Duplicate file checking is performed prior to any document being printed. Additionally, we have an Automated Document Factory (ADF), a workflow solution used in our Ohio and Texas facilities. The ADF serves as a job and piece -level tracking solution for the entire document workflow from print through dispatch. As each separate print job gets processed, ADF allows operators to match file item counts to actual page counts upon completion of each job. Should a discrepancy occur, ADF can be used to identify the exact page where the count became out of synch, to quickly troubleshoot and resolve the issue. The results are then logged and validated by a supervisor, before the printing process is restarted. The final production output is A, en recorded. Lockbox. Services s We have reviewed the business case for lockbox services with the City in the past. We are including this service in our proposal in the event that there are circumstances that change in the future, which would necessitate a change in the City's current receivables process. J.P. Morgan offers a full range of lockbox services that will allow the City to streamline your remittance processing and accelerate your revenue stream with a fast, cost - efficient, around - the -clock lockbox solution. We own and operate our own nationwide wholesale lockbox network of processing sites to offer the City fully automated wholesale and scannable wholesale lockbox services. Our centers are full - service processing facilities operated solely by the bank. Page 103 J.P.Morgan 55E -198 We offer optimal availability, funds concentration and full information reporting. A specific lockbox location that will best suit the City's needs will be recommended by your Relationship Team should the City decide to implement. Our wholesale lockbox service allows the City to eliminate costly, labor- intensive, and paper -based receivables processes. Our services will help you to reduce costs and expedite the crediting of deposits to your accounts, thereby improving your bottom line. The City will authorize us to collect, process, deposit and report remittances mailed to a U.S. post office box in the City's name. Our collection service improves funds availability, reduces costs associated with processing payments, and reduces fraud risk by redirecting mailed payments to the bank. Payments are processed according to the City's specifications on the same day as they are received. Using a lockbox also accelerates posting of payment detail, which allows you to update account records faster and with greater accuracy. The City can receive posting information via a website or delivery of electronic files via transmission. Additionally, you will have a full suite of imaging products available to you for efficient handling of exception cash posting, credit /collection and client service. Summary of Processing Workflow The City's customers will send their remittance checks to unique ZIP codes used exclusively for our lockbox mail. We pick the mail up directly from the post office multiple times during the day, beginning early in the morning. We bring the mail to our selected processing facilities where high -speed machines sort it by lockbox number and separate it into batches. In a matter of minutes, your receivables are ready for our highly trained lockbox associates to process the City's payments according to your specific instructions. We work with you to develop tailored, the City- specific instructions so our associates can process your remittances according to your requirements. Our associates extract the contents of the envelopes and separate checks from other materials. Images of checks and remittance documents are captured and linked with unique tracking barcodes. An associate reviews and verifies each check per your instructions and then enters the dollar amount into the system. The original check is scanned on advanced equipment that captures images of both sides of your invoices and remittance coupons. Once scanned, our high -speed recognition software reads the numeric and written amounts on the check images and compares them to the amounts keyed. Discrepancies are routed to a special team for final verification. Page 104 J.i Morgan 55E -199 When data entry is complete, the City's checks are encoded and funds availability is assigned. Data files are prepared according to your specifications and uploaded to your accounts receivables system. Checks are expedited to maximize the amount of same -day deposit into your account. The City can access your images and data directly from your desktop, in real time via the Internet through our advanced Receivables Edge browser. We can also alert you via Receivables Edge the moment an important transaction is posted. Key Features and Benefits • Eliminate paper -based processing from the accounts receivables function and the associated costs and risk with dependency on paper. • Receive electronic alerts on check returns and important payments. • Save time and money with more efficient, standardized remittance processing through our nationwide network of lockbox facilities. • View remittance information and images online shortly after a deposit is processed. • Access banks and clearing networks across the country to allow you to gain optimal availability for your funds and reduce clearing float. • Rely on uninterrupted processing workflow and disaster recovery with our fully redundant locations and around - the -clock monitoring. We offer two lockbox imaging services for wholesale lockbox clients. Image Transmission: An image file that can be imported into an in -house image system • Receivables Edge: An Internet -based online service Most of our image clients have not invested in an in -house image application and, therefore, have elected to use the online service. For those clients with an in -house image system, receiving a daily file of images and an associated index file that is then incorporated into their internal system has made the image transmission method a better alternative. Single-Use Account Program As part of our development roadmap, J.P. Morgan is in the process of developing single use account (SUA) capability on the smartdata platform. This product has been designed to provide virtual card issuing capability for the U.S. and Canada and is expected to roll out by late 2o16. Page 105 ,1.F°Mor an 55E -200 The J.P. Morgan Single -Use Account (Virtual Card) solution is an electronic, credit card - based payment method that can help the City more efficiently manage your payment process as well as help reduce costs and transform traditional areas of expense into potential revenue generators. Benefits of our solution include the following: • Replacement of less efficient payment methods, such as checks • The flexibility, float, and rebate of a purchasing card coupled with powerful payment control, anti - fraud, and reconciliation features • Increased payment processing efficiency through automation and integration, improving record accuracy and shortening reconciliation periods while providing security and visibility throughout the payment cycle • Financial returns in the form of a rebate • An efficient way to hold on to cash longer while paying suppliers sooner As part of our single -use account solution, the City will have access to the smartdata system, the engine that interfaces with MasterCard to create your accounts. 77w .Single -Use Account Payment Process J.P. Morgan offers flexible single -use account setup options to meet our clients' virtual payment needs. The batch option that we are proposing for the City will allow you to utilize your current ERP system to manage your accounts payable expenses. Batch Single -Use Accounts Batch single -use accounts support payments made within a set terms schedule (e.g., 30- day payments). This payment option is ideal for accounts payable and claims type transactions, and is designed to be integrated with the City's internal ERP system, allowing you to utilize the resources you have in place today. During implementation, we will work with your organization to set up your system's output and input file formats to support single -use accounts. To streamline and enhance accounts payable activities, single -use accounts automatically match transactions to unique identifiers, such as purchase orders or invoice numbers, in your internal system. Once you receive an order or invoice, you can enter it into your ERP system, helping to ensure that the payment meets all internal approval points. The City can load approved payments into your system throughout the day. Your system will then create a file of payments to be sent to J.P. Morgan for single -use account creation. Our clients typically batch payment files once per day (often at the end of the workday) and send them to J.P. Morgan for overnight processing. Page i06 JY Morgan 55E -201 After creating your single -use account payments, J.P. Morgan will send the City a confirmation file within four hours (we regularly beat this goal). We will also send payment notifications to your suppliers via email; if desired, your organization can request to send these notifications yourself. Notification emails include details such as line items, payment amounts, validity dates, and remittance information to support reconciliation within your internal system. Emails also include the first nine digits of single -use account numbers; your suppliers will combine these digits with the seven digits they will be provided during enrollment to create a unique virtual credit card number. Suppliers process single -use accounts the same way they would any other credit card payment —by keying information in their point -of -sale terminals. Single -use account reconciliation is based on matching four key elements of purchase orders or invoices to transactions: account number, validity dates, dollar value (including tolerances), and MCC. When these items match, reconciliation occurs automatically. A reconciliation file will be delivered to the City's ERP system. Figure xo Our batch process allows users to create single -use accounts from within their EPP systems. Once a payment is created, the single -use account is approved via web service message within seconds, and the account number will be immediately available for payment. Supplier payment and remittance work the same way for one -off single -use accounts as they do for the batch process. Page 107 JY Morgan 55E -202 IV. Time of Performance The services described herein shall be provided for a three (3) year term beginning from the commencement of depository banking services (which shall begin not sooner than January 1, 2017 and not later than July 1, 2017 depending on replacement of the current banking services provider) with an option exercisable by the City for an additional two one (1) year extensions, unless either party provides written notice of its intention not to renew (120) days prior to the end of the then current term. All terms and conditions of the Agreement shall remain effective during any additional renewal term. J.P. Morgan will honor the treasury services pricing submitted in this response for the initial three -year contract term. Any changes to the fee schedule for the remaining two additional one -year periods will be subject to the mutual agreement of the bank and the City and negotiation of mutually acceptable revised pricing terms. V. Cost of Providing Services (Fees) A. Proposals shall indicate all fees that would be charged to the City. Pricing submissions will be required to use the City's format to be considered in the selection process. Please refer to Attachment 6A & 6B for all pricing information. As indicated in Section A. Letter of Transmittal, J.P. Morgan is pleased to provide the City with a service fee credit of up to $io,000 to be applied to analysis for use over the initial (3) year contract period. This waiver is valid to offset traditional Treasury Service fees that are incurred by the City and billed to analysis (not including merchant services fees). The credit may be used in whole or in part over the initial 3Yr contract period. For illustrative purposes, we have included this credit as a line item at the bottom of the City's "Cost /Bid Proposal Form" and have assumed utilization over the 3Yr contract. A mandatory "COST /BID PROPOSAL FORM" along with supplemental attachments is included as part of this RFP to assist you in detailing the fees charged by your bank and to provide you an estimate of the volume of the City's banking activities. Any proposal submitted with merely the Proposer's standard fee schedule attached, as a response to the requested pricing of specified services, will be considered incomplete. The completed COST /BID PROPOSAL FORM and supplemental attachments will become an exhibit to the final contract for the selected bidder. J.P. Morgan acknowledges the requirement. B. The City has historically recouped the costs of banking services primarily with compensating balances and desires to settle Account Analysis deficiencies annually. Settlement schedules maybe negotiated to include monthly, quarterly, semi- annual and annual settlement periods. Page 108 JT Morgan 4 55E -203 Earnings credit is calculated and applied within the billing cycle and any excess credit amounts can not be carried forward outside of the settlement period. 1. Can the City utilize compensating balances to cover or offset hard dollar fees in whole or in part? Are there price differences related to the methods of payment? Describe any policies or limitations related to the compensating balance method. Describe the Bank's calculation of collected balances, and calculation of charges for funds advanced. Also describe the methodology that would be used to give credit to the City for Bank balances. J.P. Morgan accepts compensation based on fees and /or balances, with no difference in unit prices. • Fee Compensation: If the City chooses a fee compensation plan, you would manage your accounts to minimize collected balances and would not use balances to offset any service charges. Total service charges are debited from designated accounts, generally monthly. • Balance Compensation: To offset service charges, the City may choose to leave balances in your accounts and receive an earnings credit allowance. If the average available balances are sufficient, the earnings credit allowance offsets the service charge. Should the level of balances not fully cover the fees, any remaining service charges are debited from designated accounts at the end of the settlement period. (Monthly Fees * /Net Earnings Credit Rate *) x (Actual Days in the Year /Actual Days in the Month) Monthly fees include maintenance and transaction fees quoted for banking and cash management services. Net earnings credit rate is the variable rate ECR in effect minus the premium assessment fee that is charged. 2. Provide the Bank's Earnings Credit Rate (ECR) and how it is calculated and applied. Is it tied to an index? If so, which one? We are offering the City an enhanced managed earnings credit rate to float with an ECR floor of o.6o %, for a current ECR of o.6o% to offset traditional Treasury Services fees (does not include Merchant Service related fees) on your primary depository accounts. The floor only applies to these primary depository accounts and will remain in place for the initial three -year period of the contract (January r, 2020). In addition, we are offering a managed ECR (currently 0.31%) on balances held in a separate demand deposit account for the purpose of offsetting credit card interchange and merchant processing fees (no floor applies to this special purpose account). Please refer to Section T. #3b above for ECR related to merchant services fees. The ECRs we are offering are bank managed rates which are reviewed and updated periodically by J.P. Morgan after considering a range of factors, including the market rate environment and our demand for funds. Using a Page 109 J.P.Mor an 55E -204 managed rate helps to maintain pricing flexibility while helping to protect clients from the short -term rate volatility that could result from using an indexed rate. In calculating the earnings credit rate (ECR), J.P. Morgan currently does not deduct the reserve requirement from the available balance. Since October 1, 2008, the Federal Reserve has paid interest on reserves held at the Federal Reserve by member banks. J.P. Morgan passes this benefit to clients by basing the earnings credit on 100% of the eligible balance of non - interest bearing demand deposit accounts. Any cash remaining uninvested in a non - interest bearing demand deposit account at the end of the day (as well as cash held in a Hybrid demand deposit account that is at or below the designated peg balance) is used to determine an earnings credit value on account balances. This credit is calculated by J.P. Morgan, and the total credit accrued for the month is reflected on the monthly account analysis statement and is applied to reduce the invoiced amount due for banking service fees. J.P. Morgan uses the following formula to calculate the monthly earnings credit allowance: (Avera¢e Positive Collected Balance x ECR x Actual Number Of Days in Month) Actual Number of Days in Year 3. List the Bank's actual ECR for the past twelve months. The bank's ECR for the past twelve months is shown in the chart below. Standard/Premium ECR for October, 2015 the most recent twelve 0.20 %/0.30% months April, 2o16 0.25 %/0.35% November, 2015 0.20 %/0.30% May, 2016 0.25 %/0.35% December, 2015 0.20% /0.30% June, 2016 0.25 %/0.35% January, 2016 0.25 %/0.35% July, 2o16 0.25 %/0.35% February, 2o16 0.25 %/0.35% August, 2016 0.25 %/0.35% March, 2o16 0.25 %/0.35% September, 2m6 0.25 %/0.35% 4. Explain In detail how and when you charge the FDSC assessment. J.P. Morgan charges a Premium Assessment Fee (PAF) on all Demand Deposit Accounts (DDAs) including Hybrid DDA's that exclusively receive ECR. The PAF is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. The current Premium Assessment Fee is 0.13 %. Page 110 J r Morgan 55E -205 The following formula is used to calculate the PAF: Charge Rate x Monthly Average Positive Ledger Balance x (Actual Days in Month / Actual Days in Year) 5, What account analysis settlement periods are offered? (i.e. Monthly, Quarterly, Semi - annually, Annually)? Settlement schedules may be negotiated to include monthly, quarterly, semi- annual and annual settlement periods. Earnings credit is calculated and applied within the billing cycle and excess credit amounts can not be carried forward outside of the settlement period. 61 Are Account Analysis reports available on -line? How many days after month - end are the Bank analysis statements available? The City can retrieve electronic account analysis statements via ACCESS Online on the sixth business day after month end; up to 13 months of statements are available. All sections of your account analysis statement may be viewed, printed, and exported through ACCESS Online. Analysis statements will be available in PDF, Excel and CSV formats. The City can group specific accounts and billing relationships together for online analysis purposes and create user profiles giving access to specific accounts or billing relationships, as required. The City will benefit from online access with: • Faster Delivery: The PDF version is available on the sixth business day. • Robust Encryption Technology: Allows you to export billing statement data into Excel format or text (CSV) for further analysis purposes. • Grouping of Multiple Billing Accounts: Allows you to group specific accounts and billing relationships together for online analysis purposes. i Control Over User Administration: Security administration allows you to create user profiles giving access to specific accounts or billing relationships, as required. It also allows you to reset user passwords. 7, if the City develops a need for additional accounts or services during the life of the depository agreement will the new accounts or services be provided with the same conditions as apply to the existing accounts at the time? Yes. Your dedicated client service professional, Marilyn Hardney, will assist the City with any additional accounts needed in the future. Page 113 J P. lY o an 55E -206 81 Describe any charges for overdrafts and /or negative collected balances. Explain how the charge is computed. J.P. Morgan charges for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual demand deposit accounts (DDAs). Overdraft fees can be offset by an earnings credit allowance and may be assessed on a per - occurrence basis. The formula for Negative Collected Balance Fee is as follows: The bank does not charge for intraday or "daylight' overdrafts. g. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? Adjustments for prior periods are applied in the current billing cycle and details are provided in separate sections of the account analysis statement. The City should notify J.P. Morgan in writing of any errors or not receiving an account analysis statement within 6o calendar days after the statement is mailed, transmitted or made available online. lo. Detail what charges can be included on the account analysis statement. Traditional banking services fees accumulated by the City can be offset using the provided ECR through analysis. As mentioned in this response, the bank does not have the ability to offset armored couriers fees through analysis, however we have approved merchant services fees as detailed in Section T. 3b.. We are happy to discuss this item in further detail with the City 11. Provide the following formulas. a. Daylight Overdraft The bank does not charge for intraday or "daylight' overdrafts. b. Overnight Overdraft J.P. Morgan charges for the use of end of day (EOD) uncollected funds by applying a daily variable overdraft (OD) rate to individual Demand Deposit Accounts (DDAs). A fee for overdrafts, which can be offset by an earnings credit allowance, may be assessed on a per- occurrence basis. The formula for negative collected balance fee is as follows: Page 112 JY Morgan 55E -207 C. FDIC Insurance J.P. Morgan charges a Premium Assessment Fee (PAF), which is a monthly administrative fee assessed to address various regulatory and other charges affecting J.P. Morgan. In calculating the earnings credit rate (ECR), J.P. Morgan currently does not deduct the reserve requirement from the available balance. Since October r, 2oo8, the Federal Reserve has paid interest on reserves held at the Federal Reserve by member banks. J.P. Morgan passes this benefit to clients by basing the earnings credit on l00% of the eligible balance of non - interest bearing demand deposit accounts. The following formula is used to calculate the PAF: d. Service Charge Credit Any cash remaining in a non - interest bearing demand deposit account uninvested at the end of the day is used to determine an earnings credit value on account balances. This credit is calculated by J.P. Morgan, and the total credit accrued for the month is reflected on the monthly account analysis statement and is applied to reduce the invoiced amount due for banking service fees. J.P. Morgan uses the following formula to calculate the monthly earnings credit allowance: (Average Daily Positive Ledger Balance x ECR x Actual Number Of Days in Month) / Actual Number of Days in Year C. Once the contract has been awarded, the Bank will not be permitted to charge the City for any fees not listed on the Cost /Bid Form. The only exceptions to this limitation will be if the City specifically requests additional services not identified in the RFP or in Bank's proposal. The fees for new services will be negotiated and added to the contract as an amendment or through a change order process. However, if a regulatory agency imposes a fee to the Bank which is passed through to all Bank customers then all such fees shall be accommodated. J.P. Morgan acknowledges the requirement. Page iii J.P. Morgan 55E -208 D. St is understood that the dollar amounts and quantities specified hereafter are estimates based upon past experiences. However, the actual number of transactions will vary, and the City makes no guarantees regarding minimum or maximum volumes. The Bank should specify the variance allowed from the estimates without changing the bid amount. J.P. Morgan acknowledges the above - mentioned statement. E. The City reserves the right to retain all proposals and prices shall remain firm for a period of at least one hundred and twenty (120) days for examination and comparison. The City reserves the right to waive non - substantial irregularities in any proposal, to reject any or all proposals, and to reject one service category of a proposal and accept another, except to the extent that proposals are qualified by specific limitations by the proposer. J.P. Morgan acknowledges the above- mentioned statement. F. Proposers are encouraged to propose alternatives to the listed requirements that will reduce cost and enhance service. The City will evaluate these alternatives on an individual basis. Alternative services should be listed separately on the Cost /Bid Form. All services listed must be priced even though an alternative service has been proposed. We have provided additional option services as requested in Section 3T: Desired Related Services Not Part of this RFP. Pricing for products and services included in this proposal, including optional services, are included in the attached Comprehensive Fee Sheet. G. Any successful proposer shall be required to pes€- " reouirements under the California Government Code as they relate to depositories 2f gilblic funds, and other applicable state and federal laws J.P. Morgan acknowledges the above - mentioned statement. Page 114 J P. Morgan 55E -209 Each firm must include the following references: 1. Complete Client Reference Form (Attachment 5) listing five (5) client references. We have included 5 California Government Agencies as references as well as an out of state reference. Please refer to Attachment 5 for the completed Client Reference Form. 2. List similar services performed for all similar organizations /entities in the last five years and when performed. Please include names of organizations, and names and telephone numbers of persons who can be contacted with regard to the services your Bank has provided. As previously mentioned, J.P. Morgan's Government Banking teams currently support more than 2,35o active State, County and Municipal customer relationships in more than 28 states. Please refer to Attachment 5 for references utilizing similar services. We are happy to provide additional references as needed. 3. List all public agencies for which Agreements were terminated in the last three years. Please include names of organizations, and names and telephone numbers of persons who can be contacted. Bank must provide a brief explanation of the reason(s) for termination(s). J.P. Morgan does not share information regarding client exits. Page 115 JT organ 55E -210 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. - yreiwe[. rr�e�: ��eeo; e�c[ e��e� .�irrrrncna�oeiae�:��reuu�e� Name J P Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese@'pmorgan.com CLIENT INFORMATION Name of Organization: City of Sacramento Phone: (916) 808 -2675 Address: 915 1 St. , 3rd Flr. Sacramento CA 95814 -2604 Agreement Manager: Kimberly Gladden Email: kgladden @cityofsacramento.org Service Dates: December 2015 —Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A Indicate services that were provided: Depository accounts cash concentration vault services image cash letter, remote deposit capture, elockbox electronic disbursements (wire ACH) check disbursements account reconciliation, transmission services investment sweeps online banking product training. City of Santa Ana — Banking Services 55E -211 Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. INSTITUTION FINANCIAL BANKING •• • Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwln.p.deese(C)Ipmorgan.Com CLIENT INFORMATION Name of Organization: City of Phoenix Phone: (602) 256 -3402 Address: 251 W. Washington St., Fir. 9, Phoenix, AZ 85003 Agreement Manager: Kim Grant Email: kim.grant @phoenix.gov Service Dates: March 2013 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A Indicate services that were provided: Depository accounts, vault services, lockbox, elockbox, remote deposit capture, electronic disbursements (wire, ACH), check disbursements, account reconciliation, transmission services, online banking, product training. City of Santa Ana — Banking Services 55E -212 Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwimp.deeseailpmorgan.com CLIENT INFORMATION Name of Organization: City of Costa Mesa Phone: (714) 754 -5064 Address: 77 Fair Dr. , Costa Mesa, CA 92626 Agreement Manager: Jennifer King Email: lennifer.king @costamesaca.g% Service Dates: June 2016 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement wears with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A Indicate services that were provided: Depository accounts, vault services, electronic disbursements (wire, ACH), check disbursements, online banking, product training. City of Santa Ana— Banking Services 55E -213 Page 27 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. Name J.P. Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(o)ipmorgan.com Name of Organization: San Diego Unified School District Phone: (619) 260 -5443 Address: 4100 Normal St., Rm. 3150, San Diego, CA 92103 Agreement Manager: Jenny Salkeld Email: Jsalkeld @sandi.net Service Dates: April 2015 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement Number of Client Staff Engaged: 5 -6 Number of Locations See Below Indicate services that were provided: Depository accounts, vault services, electronic disbursements (wire, ACH), check disbursements, account reconciliation, online banking, training at each campus. No. of Locations: 1 Fiscal office, 200 campuses City of Santa Ana — Banking Services Page 27 55E -214 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. - y[ere�e[ Meer �ye�ai: �[ a [e�iery�nrnene�[e[aa: +urevice�e� Name J P Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese @ipmorgan.com CLIENT INFORMATION Name of Organization: City of Pleasanton Phone: (925) 931 -5417 Address: 123 Main St. , Pleasanton, CA 94566 Agreement Manager: Charly Yang Email: cyang @cityofpleasantonca.g% Service Dates: November 2015-Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 5 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A TYPES OF SERVICES PROVIDED Indicate services that were provided: Depository accounts vault services electronic disbursements (wire ACH) check disbursements, lockbox, eLockbox transmission account reconciliation online banking product training. City of Santa Ana— Banking Services Page 27 55E -215 ATTACHMENT 5 CLIENT REFERENCE FORM - RFP No. 16 -111 Using the following format, please provide at five 5 client references for the services that you may be supplying. - a \cr!\crM 7hI1QYuIi� Name J.P, Morgan Chase Bank N.A. Contact Name: Kerwin Deese Email: kerwin.p.deese(aDipmorgan.com CLIENT INFORMATION Name of Organization: City of Oakland Phone: (510) 238 -2829 Address: 150 Frank H. Ogawa Piz., Ste, 5330, Oakland, CA 94612 Agreement Manager: Katano Kasain Email: kkasaine@oaklandnet.com Service Dates: March 2014 - Present Summary of Work Organization Engaged In: General Banking Services Term of Agreement 3 years with two -1 year extensions Number of Client Staff Engaged: N/A Number of Locations N/A Indicate services that were provided: Depository accounts, vault services, lockbox, image cash letter, electronic disbursements (wire, ACH), check disbursements, account reconciliation, online banking. product training. City of Santa Ana — Banking Services Page 27 55E -216 ATTACHMENT 7 PROPOSER'S CERTIFICATION FORM CERTIFICATION OF RESPONSE TO REQUEST FOR PROPOSALS TO THE CITY OF SANTA ANA RFP No. 16 -111 1. The undersigned hereby submits its Response to Request for Proposals quotation and, by doing so, agrees to furnish services to the City in accordance with the Request for Proposals (RFP), dated September 1, 2016, and to be bound by the terms and conditions of the RFP and any subsequent Addenda to said RFP in each case, as modified by the undersigned responses to the RFP. 2. This firm has carefully reviewed its response and understands and agrees that the City is not responsible for any errors or omissions on the part of the proposer and that the proposer is responsible for them. 3. It is understood and agreed that the City reserves the right to accept or reject any or all responses and to waive any informality or irregularity in any quotation received by the City. 4. The response includes all of the commentary, figures and data required by the Request for Proposal, dated September 1, 2016, together with any Addenda subsequently issued thereto. 5. This firm has carefully read and fully understands all of the items contained in the Proposal Schedule (Attachment 8). This firm agrees to all of the general requirements except for those disclosed by the firm in its Response to Request for Proposals quotation(s) - RFP No. 16 -111. 6. The quotations shown on this firm's Cost /Bid Proposal Form(s) (Attachments 6, 6A & 6B) shall be valid for 120 days from October 14, 2016. Name of Firm: J.P. Morgan By: Kerwin P. Deese (Authorized Signature) Type Name: Kerwin P. Deese Title: Vice President Date: October 14,2016 City of Santa Ana— Banking Services Page 32 55E -217 J.P. Morgan has identified below the terms or conditions that we respectfully request be modified in accordance with our recommended revisions. We are willing to discuss mutually agreeable modifications to the contract terms. The proposed changes are indicated by additions in italic, underlined, text and deletions by strikethrough, red text. RFP, Number 11, P. 36 the. ein, the signer must alse deelafe in wfifing that the pf apasal is made ivithout ..: *I.,...t eell .sien ,... fraud, and A...t the ..:..ne f of the p............1 has A.11 RtF ffi6Fity t.. 1.:..,1 the !The signer of the RFP must declare in writing those matters certified in Attachment 2." RFP, Sec. I.A, p.1 last paragraph, first sentence. The City intends to enter into a contract for a three (3) year term beginning from the commencement of depository banking services with an option to renew for an additional two one (1) year periods, upon mutual agreement of the Citu and the Bank. RFP, Sec. I.C., p.1 -2 references to Housing Account. "In light ofHUD requirements. the City may wish to reconsider pooling of the Housing Agency funds within the general account." RFP, paragraph 1.e. Local Branch. P. 3 `As a business practice. the Proposer regularly reviews branch and ATM activity which may result in branch openings and closings. ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time." RFP, Attachment 8, P. 33- 38 Responses to the Request for Proposals will be accepted until October 14. 2016 at 5:00 p.m. Oral presentation interviews / demonstrations are scheduled (as required) for To Be Determined). Subsequently, negotiations are expected to be completed by November 7, 2016. The City intends to award a three (R) year agreement (with two one (year options to renew upon mutual consent of the Bank) to the bidder(s) selected as Page 123 J.P. Morgan 55E -218 the most responsible and whose response adheres to the RFP and meets the City's requirements by December 6, 2o16 *. RFP, Attachment 8, P. 34. Confidentiality of Documents All documents submitted as part of the Financial Banking Institution's offering will be deemed confidential during the evaluation process. Financial Banking Institution offerings will not be available for review by anyone other than the assigned evaluators. Subsequent to the awarding of the agreement, all offerings become public documents and are available for public viewing upon written request excel2t for those matters that the Bank has asserted in its response are confidential and /or proprietaru. RFP, Attachment 8, P.35. Contractual Obligations, #3 Accountability - The selected Financial Banking Institution will be required to, ul2on City's reasonable request, provide status meetings and submit status reports covering such items as Ppregpess of er-k being p,.,.r ..med ...ilest,.nes att.,;ned r expended, problems encountered and corrective action taken with respect to the performance of services under the Agreement. RFP, Attachment 8, P.35. Contractual Obligations, #6 The selected Financial Banking Institution shall keep itself fully informed of and shall observe and comply with all applicable state and federal, and if not pre- empted by federal law, state laws and City of SaR4a Ana ar- dif.,,.., es, regulations, and adopted codes, in each case, binding upon such Financial Banking Institution during its performance of the work. (Note, if the City has enacted or elects to enact ordinances in the future that impact the Bank's performance of services by imposing additional liability, additional or different operational requirements not specifically described in the RFP, or other requirements that require the Bank to incur additional ex ep nse. operational changes or risk the Bank will consider an amendment to the contract to specifically include such ordinances, upon mutually agreed upon terms and conditions. Barring such amendment, either party may terminate this agreement upon notice to the other. RFP, Attachment 8, p.35• Contractual Obligations, #7 Payment of Taxes - The offering costs shall include full compensation for all taxes which the selected Financial Banking Institution is required to pay, inel..a;.... Gity bus lieense ass The Bank is not obligated to pay such taxes under Cal. Rev. & Tax. Cd. G 23182 - Tax imposed on banks in lieu of other taxes (as may be applicable). RFP, Attachment 8, p.36. #io Subcontractors Subcontractors - The City reserves the right to reject, replace, and approve any and all subcontractors. All subcontractors shall be identified in the response to the RFP and the City reserves the right to reject any subcontractor(s). If the City approves, the primary Page 124 J.P. Morgan 55E -219 Financial Banking Institution will be responsible for subcontractors and the City shall assume no liability of such subcontractors. For all purposes under this Agreement, inclusive of all attachments hereto. "subcontractor" and "subcontract" shall refer to a third party or an agreement with such third party, if any and as applicable, engaged by the Bank to specifically aid in the performance of its obligations under this Agreement, but shall not include any third party engaged by the Bank, from time to time, in the performance of certain operational, technological, incidental, or back office functions that assist the Bank, in its performance of services, on a common basis, for all or most of its customers utilizing such services, such latter category of third parties being referred to as Third Party Service Providers. The Bank will obtain prior consent to its use of any "subcontractors" in the performance of services, to the extent and in the manner required under this Agreement, but shall not be required to notify or obtain written consent from Board or any party to its engagement of Third Party Service Providers. RFP, Attachment 8, P.36. #u Rules for Proposal Rulesf-af n_....,.,...1.. The sigf.er of tl.,. UCU .Ault ,7..,.1 are in «sting that the ,...1. p i�..iw .vi r ivt.wuro nn , signer the signer f «,....1 and tha. the sig fter of the _._.._.,.....1 has fiall autl.ef t. t,. 1.:..,7 the prE)i3eser. The signer of the RFP must declare in writing those matters certified in Attachment 2. RFP, Attachment 8, p.36. #12 Payment Schedules The City of Santa Ana and the selected Financial Banking Institution will negotiate the payment schedule based upon defined and fneasu f..,.1,. wdlpst,.,.P° and delivef ables not more than go daus following the City's receipt of an account analysis statement, excel to the extent amounts are disputed therein. Under no circumstances will payments be made in advance of work performed. RFP, Attachment 8, P.36. #13 Project completion Holdback monies untilprejee�lrespense item eempletion, delivery, and prejeef approval. RFP, Attachment 8, P.37. Rights to Pertinent Materials All responses, inquiries, and correspondence relating to this RFP and all reports, charts, displays, schedules, exhibits, and other documentation produced by the Financial Banking Institution that are submitted as part of the proposal shall become the property of the City upon receipt. The City will notb the Proposer of any requests for production of Proposer °s proposal as soon as reasonably practicable to enable Proposer to seek Page 125 JT Morgan 55E -220 protective orders en'ot fining the production of those 12ortions of its proposal that it has indicated are confidential and /or proprietary. RFP, Attachment 11, p.43 Section C #4. Provide the number of branches within the City of Santa Ana, and the nearest full service branch that can assist City with its immediate banking needs. As a business practice the Proposer regularly reviews branch andA7M activituwhich may result in branch openings and closings ATM placement or removal or in the change of branch bank orATM functions. Therefore branch bank and ATM locations and functions may change from time to time. J.P. Morgan has provided a links (below) to our sample version of our standard form of Account Terms and representative Service Terms for the services that are the subject of the terms of this RFP. Account Sample Terms https: //www.chase.com/ content /dam /chasecom /en /commercial- bank /documents /account terms ghhn.pdf Service Terms http: / /www.chase.com/ content /dam /chasecom /en /commercial- bank /documents /us account opening packaee.pdf Page 126 J.P. Morgan 55E -221 Page 127 J.PMor an 55E -222 ATTACHMENT PROPOSER'S COVER SHEET For BANKING SERVICES REQUEST FOR PROPOSAL (RFP #16 -111) CITY OF SANTA ANA FINANCE & MANAGEMENT SERVICES AGENCY TREASURY AND CUSTOMER SERVIES DIVISION * *Information Must Be Received Prior to 5:00 p.m. Pacific Standard Time on October 14, 2016 Submit Proposal Information To: City of Santa Ana Finance & Management Services Agency Purchasing Division RFP #16 -22 20 Civic Center Plaza, Room 429 Santa Ana, CA 92701 Attn: Eva Goods NAME AND ADDRESS OF FINANCIAL BANKING INSTITUTION SUBMITTING THIS INFORMATION: Name of Financial Banking Institution: J.P. Morgan Chase Bank N.A. Contact Person: Title: Vice President Address: 1111 Polaris Parkway Columbus 01-143240 Phone Number: (Direct) (949) 833 -4061 (Cell) (949) 833 -4737 FAX: (949) 833 -4737 Email: kerwin P deesefid).iomorgan com City of Santa Ana — Banking Services Page 23 55E -223 ATTACHMENT 2 PROPOSER'S SIGNATURE SHEET - RFP No. 16 -115 All Proposers must complete and sign this section. Failure to complete and sign this section will result in rejection of this submission. Name of Proposer: J.P. Morgan Chase Bank N.A. Address: 1111 Polaris Parkway Columbus, OH 43240 Telephone: (949) 833 - 4061 Fax: (949) 833 - 4737 Email kerwin.p.deese(aD-iPmorgan.com Type of Business: Corporation Limited Liability Company Partnership Co- Partnership (attach Co- Partnership Agreement) Individual doing business under own name Individual doing business using a firm name Joint Venture (attach Joint Venture Agreement) V Other (describe) Tax Y.D. Numbers - Federal 13- 4994650 State 13- 4994650 To the City of Santa Ana: The undersigned, as Proposer, certifies, upon information and belief on due in uir , that the only persons or parties interested in this submission as principals are those named herein as Proposer; that this submission is made without collusion with any other person, firm or corporation; that the Proposer has examined all terms, conditions, and requirements set forth in the Request for Proposals; that the Proposer agrees that if this submission is accepted, the Proposer will execute and fully perform the Agreement for which submissions are called (which Agreement shall be comprised of (1) the RFP, as modified by the exceptions and /or modifications contained in Proposer's Proposal as the latter may be further negotiated and agreed to between the parties (2) the remainder of such Proposal, including ail attachments other than the Account and Service Terms, and (3) the Account and Services Terms, where inconsistencies between such documents shall be subject to the preceding order of preference); that the Proposer will perform all the work and /or furnish all the materials specified in the Agreement, in the manner and time therein prescribed, and according to the requirements as therein set forth; and that the Proposer will take in full payments therefor t4erefefe, the prices set forth in the attached schedule. The undersigned representative of Proposer certifies that it has full authority to bind the Proposer to this Pr000sal and the certifications provided herein. Please Print Name and Title Kerwin P. Deese Vice President Signature Address (if different from above): 3 Park Plaza Floor 09 Irvine CA 92614 City of Santa Ana - Banking Services 55E -224 Page 24 ATTACHMENT 3 COMPANY INFORMATION - RFP No. 16 -111 COMPANY J.P. Morgan Chase Bank N.A. The Proposer will provide a profile of its organization. The Proposer may attach any additional literature and product brochures. At a minimum the Proposer shall provide the following information: 1. Year established: 1799 2. Business Organization Name: J.P. Morgan 3. Parent Company: J.P. Morgan Chase & Co 4. Subsidiary Offering Service(s): Consumer, Community, Investment, Corporate and Investment Banking 5. Office Locations: 118 U.S. cities and 14 international locations 6. Serving Office for this Project: Irvine, California 7. Services Available: Commercial Banking provides comprehensive financial solutions to meet our client's domestic and international financial needs, including lending, treasury services, investment banking and asset management. 8. Total Number of Employees: 240,046 9. Product and Service History: For more than three decades, J.P. Morgan Government Banking has maintained an unwavering commitment to empower all governments with financial tools to help them control costs, optimize cash flow,manage resources and make informed decisions. Our commitment is rooted in a shared belief that efficient and responsive public administration is essential to servina the needs of individuals and communities. 10. Number of Employees Focused on the Service Offering(s): 4 11. Number of Currently Active Signed Client Agreements: 3,700 Public Sector Clients City of Santa Ana — Banking Services 55E -225 Page 25 Appendix 1. Appendix 2. Appendix 3. Appendix 4. Appendix S. Appendix 6. Appendix 7. Appendix S. Bank Qualification Overview Availability Schedules J.P. Morgan ACCESS Online Sample Reports ARP Input Output File Specifications ARP Sample Reports CIB Resiliency Plan Overview Financial Proposal Sample Billing Statement Pane 1.31 J P. Morgan 55E -226 BANK QUALIFICATIONS a. Qualified Depository. Bank must be a qualified State or National public depository, as defined in California Government Code Section 53630.5 and must perform its obligations under this proposal in compliance with all applicable federal and California state laws and regulations, statutes and policies. JPMorgan Chase Bank, N.A. is a national banking association, organized and existing under the laws of the United States pursuant to a charter issued by the Office of the Comptroller of the Currency. b, Federal Reserve Member, Bank must be a member of the Federal Reserve System and have access to all Federal Reserve System services (e.g. check processing including check 21, electronic funds transfer, safekeeping, delivery and custodial services, etc,) JPMorgan Chase Bank, N.A. is member of the Federal Reserve System. c. Federally dnsured. Bank must be insured by the Federal Deposit Insurance Corporation and be in good standing. Deposits in JPMorgan Chase are insured by the FDIC as provided by law and regulation. d. Capitalization. Bank must be adequately capitalized to accommodate the City's cash and investment management needs. JPMorgan Chase & Co. is a leading global financial services firm with assets of $2.4 trillion and operations worldwide. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, and asset management. We serve millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients. JPMorgan Chase & Co. has a rock -solid foundation. As of June 30, 2oi6, we have: • Market capitalization of more than $224.4 billion. • Total equity of $252.4 billion. • Deposits of more than $1.3 trillion. • Loans of more than $872.8 billion. • Tier 1 Capital and Total Capital ratios 13.6% (est) and 15.2% (est), respectively. Ratios are calculated under the Basel III Standardized Transitional Approach and represent the Collins Floor. The latest JPMorgan Chase & Co. Annual Report is available at: http://investor.shareholder.com/jpmorganchase/annual.cfm 55E -227 JPMorgan Additional information about JPMorgan Chase & Co. is available at www.jpmorganchase.com. e. Local Branch. Bank must have a full- service branch located within the City of Santa Ana. For the City's convenience J.P. Morgan has four full service banking center locations within the City of Santa Ana. Santa Ana Main will be the closest location to the City, located at 13oo N. Main Street, Santa Ana, CA 92701. As a business practice, we regularly review branch and ATM activity which may result in branch openings and closings, ATM placement or removal, or in the change of branch bank or ATM functions. Therefore, branch bank and ATM locations and functions may change from time to time. f. Ratings. Bank must provide their most current long -term debt rating ( Moody's, Standard and Poor's, and /or Fitch). J.P. Morgan is routinely rated by industry experts Moody's, Standard & Poor's, and Fitch. Ratings are shown below. These credit ratings are provided for information purposes only. Credit ratings are solely the opinions of the rating agencies. J.P. Morgan does not endorse, and accepts no responsibility for, the credit ratings issued by the rating agencies. Credit ratings may be changed, superseded or withdrawn by the rating agencies at any time. The table below presents capital ratios for JPMorgan Chase Bank, N.A. as of June 30, 2o16 and December 31, 2015, under the Basel III Standardized Transitional Approach and represent the Collins Floor. 55E -228 J•PMoraan JPMorgan Chase Bank, NA, and Chase Bank USA, N.A. Credit Ratings - 1 October 111 �taladacd 11 Long -term issuer rating Aa3 A+ AA- Short -term issuer rating P -1 A -t Ft+ Senior unsecured Aa3 A+ AA- Short-term P -1 A -1 Ft+ Subordinated debt At A- A These credit ratings are provided for information purposes only. Credit ratings are solely the opinions of the rating agencies. J.P. Morgan does not endorse, and accepts no responsibility for, the credit ratings issued by the rating agencies. Credit ratings may be changed, superseded or withdrawn by the rating agencies at any time. The table below presents capital ratios for JPMorgan Chase Bank, N.A. as of June 30, 2o16 and December 31, 2015, under the Basel III Standardized Transitional Approach and represent the Collins Floor. 55E -228 J•PMoraan As of June 30, 2o16 and December 31, 2015, JPMorgan Chase & Co. and all of its banking subsidiaries were well - capitalized and met all capital requirements to which each was subject. g. Community Reinvestment Act (CRA). Bank must be in compliance and in good standing with the Community Reinvestment Act. Provide the Bank's CRA rating. As a leader in financial services, J.P. Morgan Chase, N.A. has always viewed corporate responsibility as a key component of our culture, and we take our role in leading the way forward seriously. JPMorgan Chase Bank, N.A. receives a rating from the CRA Examinations once every three to four years. The most recent CRA examination completed by the Office of the Comptroller of the Currency (OCC), as of December 31, 2oio, resulted in an overall Satisfactory rating. In addition to the overall bank rating, each state receives a separate rating. JPMC was rated Outstanding for its CRA activities in the State of California. The most recent examination is available at: bttp: / /www.occ gov/ static /cra /craeval/ju1.12 /8.pdf Additionally, our philanthropic efforts further multiply the impact to our communities. We recognize the overall importance of managing our business responsibly and have built a culture around "doing the right thing" in our dealings with clients and communities. h. Involvement with City Sponsored Programs. Bank shall demonstrate that it meets, or its willingness to meet, council policy established in 1979, quoted as follows. "Council policy shall be to require banks to participate in, or to support City sponsored programs for community improvement in order to receive City demand deposit accounts and to remain on the City's depository list. " Describe In detail, current or proposed participation on specific projects and community involvement activity in the City of Santa Ana. Since our founding more than 200 years ago, JPMorgan Chase has been a leader in our communities and we continue to deploy our resources at a local level. We have provided the following overview of our activities that support the community of Santa Ana and its constituents. • As of September 2016, JPMorgan Chase & Co. employed 72 employees in Santa Ana and we have 137 employees living in the City. We serve approximately' 72,88'7 consumers and more than 4,429 small businesses in Santa Ana through 4 banking centers and 19 ATMs. • In 2014 and 2015, 27 Santa Ana -based JPMC employees volunteered 167.5 hours of their time in the community. 55E -229 J P organ • One of our JPMC employees, Paula Garcia - Young, currently serves as the Chairwoman and Executive Committee member of the Santa Ana Chamber of Commerce. JPMorgan Chase has long supported economic development, affordable housing, support services, education, and other community development initiatives by providing grants to not - for - profit organizations and financial intermediaries devoted to these areas. In addition, the bank has been a leader in designing and fostering innovative programs to meet the changing needs of its communities. During the 2014 -2015 period, JPMorgan Chase provided more than $400,000 in grants to nonprofit, civic, and philanthropic organizations located in Santa Ana for community development purposes. JPMC's Community Development Banking (CDB) is an active and national leader in community development finance that promotes the growth of affordable housing, economic development and the revitalization of low- and moderate - income communities across America. Through their unmatched resources, they offer comprehensive financing products for projects of any size and complexity, including construction financing, bridge loans, acquisition loans, letters of credit to support bond transactions and long -term permanent financing for Low Income Housing Tax Credit developments and bond purchases. During the 2014 -2015 period, the bank originated or purchased more than $8o million in community development loans or letters of credit in the city of Santa Ana. Drawing on its zoo -year legacy of integrity, strength and financial resources, JPMC helps families achieve and sustain homeownership. Chase offers purchase and refinance home loans to first -time and experienced homebuyers, services residential mortgage loans, and provides affordable housing solutions to customers struggling with their mortgage payments. During the 2014 -2015 period, the bank originated approximately 645 mortgage loans for more than $38o million in Santa Ana, of which 20% were made to low- or moderate - income borrowers and 49% were made for homes located in low- or moderate - income communities. The bank is also a market leader in the area of small business lending, making available a full range of competitively priced products designed to meet the needs of small businesses and their owners. During the 2014- 2015 period, the bank originated approximately 1,400 small business loans totaling more than $33 million in Santa Ana, of which 57% of the loans were made to businesses located in low- or moderate - income communities. 55E -230 JT Morgan HZEM Availability Schedule January -16 J.P.Morgan Availability Schedule Policy Paper Deposits The funds availability of checks deposited is based on the financial institution where the check is drawn. The cutoff for same day ledger credit for deposits delivered directly to a regional processing center is 4:00 p.m. local time. Deposits received after deadline will be posted on the next business day. The Federal Reserve banking system will not forward process any item over $99,999,999.99. J.P.Morgan may refu such item or handle any such item as a collection item, with customer credit and availability deferred accordingly. Thrift and S &L routing transit numbers (RTs) receive the same availability as the corresponding RT range as listed in the schedule. Federal Reserve Bank and Federal Home Loan Bank RTs are assigned one day float. Availability schedules may be changed without notification. The information furnished herein by J.P.Morgan is CONFIDENTIAL and is distributed for the exclusive use in evalu J.P.Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of J.P.Morgan. PAPER CHECK AVAILABILITY SCHEDULE 301 See "On -Us" Tab See "On -Us" Tab ,0000 -0020 0119,0800 ,0000- 0050,0051 .0000 -9000 All Others Nationwide On Us RTs 0210 -0002 0440 -0003 0210 -0012 0519 -0036 0211 -0036 0610 -9238 0212 -0233 0654 -0013 0212 -0271 0710 -0001 0212 -7272 0710 -0077 0213 -0046 0710 -7452 0214 -1063 0711 -0026 0223 -0017 0720 -0032 0280 -0012 0740 -0001 Nationwide CD RTs 0213 -0937 0311 -0026 0220 -0084 0441 -1544 0311 -0023 0652 -0475 0750 -0001 0830 -0013 1020 -0101 1030 -0064 1070 -8955 1110 -0061 1110 -0115 1119 -2186 1119 -9377 1130 -0060 0719 -2322 0724 -1292 0759 -0272 On Us ,On Us Controlled Disbursement . j Postal Money Orders U.S. Treasury Warrants '.Savings Bonds Domestic Institutions 1130 -0767 1221 -0002 1232 -7197 1240 -0154 2631 -8986 2670 -8413 3222 -7162 3250 -7076 iGY-0IDUF)I 1070 -0109 1113 -0088 55E -231 0 1/2 100% 100% 100 % 100 % 100% 70 %/30% ' Availability Schedule October -16 J.P.Morgan Image Cash Letter (ICL) Availability Schedule Policy The funds availability of checks deposited is based on the financial institution where the check is drawn. Deadlines in this schedule apply to image cash letter deposits that are transmitted directly to J.P.Morgan. The Federal Reserve banking system will not forward process any item over $99,999,999.99. J.P.Morgan may refuse to process such item or handle any such item as a collection item, with customer credit and availability deferred accordingly. Availability schedules may be changed without notification. Thrift and S &L routing transit numbers (RTs) receive the same availability as the corresponding RT range as listed in the schedule. Federal Reserve Bank and Federal Home Loan Bank RTs are assigned one day float. The weekend deadline for file transmissions is 5:00 PM Sunday. The stated availability on the attached schedule also applies to weekend transmissions. The information furnished herein by J.P.Morgan is CONFIDENTIAL and is distributed for the exclusive use in evaluating J.P.Morgan programs and shall not be duplicated, published, or disclosed in whole or part, to any other person or disclosed in whole or part, to any other person or entity other than the recipient, or used for other purposes, without the prior written permission of J.P.Morgan. Corporate ICL 301 JPMC 10:00 PM 0 Chase CDs 5:30 AM 0 Group 1 12:00 AM 0/1 Group 2 Tier 1 12:00 AM 0/1 Group 2 Tier 2 12:00 AM 0/1 0000 -0020, 0119, 0800 6:00 AM 0/1 0000 -0051 6:00 AM 0/1 1214, 3214 2:00 AM 2 All others 12:00 AM 1/2 *Deadlines are Eastern Standard Time CONFIDENTIAL © 2016 J.P. Morgan, All rights reserved. 55E -232 vacto 100% 95 %/5% 95 %/5% 95 %/5% 95 %/5% 95 %/5% 100% 95 %/5% Nationwide On Us RTs 0210 -0002 0440 -0003 0750 -0001 0210 -0012 0519 -0036 0830 -0013 0211 -0036 0610 -9238 1020 -0101 0212 -0233 0654 -0013 1030 -0064 0212 -0271 0710 -0001 1070 -8955 0212 -7272 0710 -0077 1110 -0061 0213 -0046 0710 -7452 1110 -0115 0214 -1063 0711 -0026 1119 -2186 0223 -0017 0720 -0032 1119 -9377 0280 -0012 0740 -0001 1130 -0060 Nationwide CD RTs 0213 -0937 0441 -1544 0724 -1292 0220 -0084 0652 -0475 0759 -0272 0311 -0026 0719 -2322 1020 -0097 1130 -0767 1221 -0002 1232 -7197 1240 -0154 2631 -8986 2670 -8413 3222 -7162 3250 -7076 1070 -0109 1113 -0088 55E -233 TREASURY SERVICES Sample rte Guide March 201.6 55E -234 J P. Morgan J.P. Morgan ACCESS" Reports Reporting made easy The ability to share information quickly is critical in today's fast -paced business environment. J.P. Morgan ACCESS provides a powerful reporting tool —one that delivers timely, accurate data through reports that are easy to create and review. You can analyze and manage cash flow, select the information you need and present and schedule reports from a single screen: J.P. Morgan ACCESS Reports are customizable to fit your needs. Manage reports quickly and easily to save time J.P. Morgan ACCESS provides a simple way to manage reports. With just a few clicks, you can see a high -level snapshot of your balances or a comprehensive transaction history. Design reports to deliver information you need when you need it, enabling you to save time and make more informed cash management decisions. Designed to work the way you do view balances and transactions yourway through J.P. Morgan ACCESS Reports' comprehensive and customizable capability and flexible features and functions. You can now customize and schedule reports from a single screen, view your check and deposit images with corresponding transactions, and organize accounts into groups. Customized to fit your needs Select a standard master format to run a report or tailor the report criteria to view the exact accounts, transactions and balances that you need. You can then share your customized report with recipients of your choice or schedule reports to run on a recurring basis. Nine master formats form the foundation of the J,P. Morgan ACCESS centralized reporting capability: Balance and Transaction, Checks Paid, Controlled Disbursement, ED[, Regional, Returns and Exceptions, Wire Detail, Payment, and Template. Each can be customized to create reports tailored to your specific criteria. Examples of reports using those standard formats and also customized reports that have been tailored to show more specific information are provided on the pages that follow. 1.P. Morgan ACCESS' Sample Reports Guide 55E -235 Table of Contents A Quick Tour of Reports Nine master formats form the foundation of the J.P. Morgan ACCESS reporting capability. Each format can be customized to create reports tailored to your specific needs. Balance and Transaction Includes top -line balance and transaction summaries, detailed transaction records and time - specific data. Available for current -day, previous -day and date -range periods. Balance and Transaction Account Report ......................................................................................... ..............................5 Balance and Transaction Summary and Detail Report ...... ...................................... .................................. ................... .E, Balance and Transaction Summary and Detail Report with Originated ACH Item Reconciliation ... ..............................7 Balance and Transaction Summary Report ....................................................................................... ..............................8 Balance and Transaction Detail Report ............................................................................................ ..............................9 Balance and Transaction Location Report.... ............. ................................... ........ ........................ ......... ................. _10 Checks Paid Includes detailed information about checks paid by date. ChecksPaid Report Date .. ................................. .................... ................................... ......... ......................... ..................... 11 Controlled Disbursements Provides interim and final presentments and funding across all or selected disbursement sites, offering summary and detailed information. controlled Disbursement Summary and Detail Report ..... ............................... Controlled Disbursement Summary Report ...................... ............................... Controlled Disbursement Detail Report EDI Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobe® PDF or ANSI X12 820 formats. EDI Payments with Invoices Report EDI Payments Report ...................... 1.P. Morgan ACCESS' Sample Reports Guide 55E -236 12 13 15 Reports designed for specific regional branches and their unique information needs. Only available for Asia based and other select accounts. Checkstatus Report ........................................................................................................................... .............................17 CheckDraft collections Report......................................................................................................... .............................la DirectDebit Report ............................................................................................................................. .............................19 PostDated Check Report ................................................................................................................... .............................20 StandardCollection Report ............................................................................................................... .............................21 WithholdingTax Report ..................................................................................................................... .............................22 Provides a detailed view of your return items, including check returns, ACH returns and ACHNOC. Returnsand Exceptions Report ........................................................................................................ .............................23 Provides incoming and outgoing wire transaction information for Fedwire, CHIPS, SWIFT and Book Transfer, with complete advice -level detail. This report is also available by account. WireDetail Report by Date ........ ....................................... ........................................................ .................................. Payment Provides payment transaction (wire, ACH and account transfer) information for current, pending and completed transactions. Payment Summary Report....... Payment Detail Report .............. Template Provides payment template information for all payment types by account. Transactions are displayed for each account separately. TemplateSummary Report ................................................................................................................ .............................27 TemplateDetail Report ....................................................................................................................... .............................28 1.P. Morgan ACCESTSample Reports Guide 55E -237 Provides a detailed view of balance and transactions by account. ABCCnmpany .1.1'.zi (iX,%etzs NaiTmA keeount NepoM wilfi Trn2)est ytUd+tid insnpMan DOY'MR62{M1 fm Mm'^'a«'t in+IrmtentY In[MatlRSGe114 &'d OeMa kt f4Ap65eyuyy'. '. ' &a rvawv >�a }rtty GrzavNwrusro Acct Grtxq WAM1t ✓•iAibl Oplt➢Mn; Am Name ANCCgMpANY RaeA'.,PM WCMee MA. :. Ahv NUm -0bbOp)Y3(59 }Py aLrteneY'U4UUSfiiY+« Yesi V61auS 6v3PA2pll W:14 AN Tun llaW kMw Mb tk«nµnn MmlwrNN 94MI WY. 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ABC Company Credits AlMorg gaii siN.9 mdvs Despot. *xa Tkfl site" AZ*"AV,Vs,1 ese NacqVII Nisle" G()OK TRANSFER CREPT w0fftrD42' MrNS4WIM 1*74712 UPORM SWAMSW YOURREF AOQ 01F t1snjs mc MOM a000ooDaYX1123f3 DDRJiUGMISID M NEWGL VOKJ Bute"t WHIG REM No, i k MOM* tARLO VMS MOW" DN OD01crrd94y9 MotiISTOWER 1VZLUaW W-FE SaW s,V10V*FW LOWN02 WftI"1jFNM4=.E lopov O'erim OFM OW am C,na M 2M,11160, � M G41A01, OW W 14,0425 W664321ca IAW I M � OW I.W34029 tawwlw ow OW CWS04 riAt f I- Mrs ILI om IOTA WCOM Wtify TRANgirml SIX M St IAMi.IT 55E-239 N,I&A J.RM organ ACCESS' Sample Reports Guide 2 Credits I. Des 44 w0,00 Despot. *xa Tkfl site" AZ*"AV,Vs,1 ese NacqVII Nisle" G()OK TRANSFER CREPT w0fftrD42' MrNS4WIM 1*74712 UPORM SWAMSW YOURREF AOQ 01F t1snjs mc MOM a000ooDaYX1123f3 DDRJiUGMISID M NEWGL VOKJ Bute"t WHIG REM No, i k MOM* tARLO VMS S"FT 0 AaCI)ABCVjtI MotiISTOWER 1VZLUaW W-FE SaW s,V10V*FW LOWN02 WftI"1jFNM4=.E lopov OFM G41A01, 14,0425 W664321ca 55E-239 N,I&A J.RM organ ACCESS' Sample Reports Guide 2 Provides batch and detail level information for originated ACH transactions (Please contact your J.P.Morgan representative to learn more and to be setup on this service. Provided this service is setup for your account, user will need to select "Include ACH Originated Items" in Additional Criteria tab in Customize Format /Modify Run ). 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Morgan ACCESS' Sample Reports Guide 14 55E -247 Provides detailed remittance and invoice information for electronic receivables or payments for a specific settlement date in Adobe@ PDF or ANSI X12 820 (text) formats, Cash Repanuno - ED) Detail Business Bete: 25149/13 PVT TEST COMPANY 2 - wotmalional Purposles D* ,• , Account number: 0000012bb00 Bank: 1PMortian Chase Bank, HA #N,) Accountflame: E01 SPECXAA- REPORTS SAAWI* Compaar < scwexv« e. �ca>. �ssoan- ea«.« vs._ ucx< au.. gz<.<:<,. nrc.. ra:< .amv..ss ®.<.« :.axz :mwma<x...<sx * CR$DTT Ai OUNT: $4.600.83 DATE: 49 {2912411 METHOD: ACH CCP + RECSI48R- ?$A: 123456789 ACCT: 0000012bb00 " SERDER- NUM : Sampled TD: 3456789123 ' ARK: 123456789 ,ACCT: 0000012bbD0 FAYt T LEVEL INFORHATZON -- --- s <a<.a—e —<.r * NOM ZZZ!ACS TRACE N0l2EEReA1100002538xxxx * NOTE: ZZZ•ACS COMPANY ENTRY D$SCRTPTIDN:CRED CARD * NDTE; XA3t$;SAWLE CO 000000000000 * TRACE: S *83 #000r3500xxxxT *6X31 # #xxxx' 110000000000000040 1b- REFERS110E: ST'8888888 REFERENCE: Tat *1110004251xxxxx'1'RACE NVKBER FRAM TUB ACS PAYMENT DATB1TIME: 009 *20130524 + MANE: PR -Sample C°mpa - "81 +6213ixxamex NAXE: PS *$ample Compau 30095xxx +91 *93400005009xxxx <as®. «a :<ssaasa<.rJesxaras�a< TSVDTC$ 1NPORNATTDN * DBRIT ANOVHT: $1,701,64 DATE: 05125/2033 NXTROD: ACH CCU ' R$CE•MA- AEA: 123456789 ACCT: 0000012bb00 + * SEEUEdt• NAME: $Alma EEH$PT 7ID: 3456789123 * ABA; 123456769 ACCT: 0000012bb00 s • - - VAMMW tat9EL 1NPORNATION NOT$:. ZZZ *AC$ TTtACR WWWR 9131052000xxxx ' NRTE: ZZE'ACS C05 0Y ENTRY D$SCRTPT MCLUX POND ° TRACS: 1' 0515105X400xxxx +150005xxxs *$ANI+1.E$ SAME TRANS * RaVeRENC$: ST *088$$88 * R,EPE88NCE, TN'09l3n052000%xxx *TRACE NMORR P80T1 TUB ACE MWENT * DATVT1NE: 009 *20180$24 * NAME: PR **'UMPLE EEttFFi +53:*390006xxxx 1NYOTCE TN8DP3#ATTDN ��..��.� ::•y.. <*. • ENTITY; 1 + • NK1 *FE'3•SWLV Ct ANY NC * +• * *83 *HK13$083xxxx " NAME: VR'$AK= CONVANY NC'S1 *Hki18093xxxx * IHVtIM $0.00 DISCOUNT: 50.00 NET: $0.00 * RENTT; TN *05131052000xxxx J.P. Morgan FCCESYSample Reports Guide 15 55E -248 Provides summary remittance information for electronic receivables or payments for a specific settlement date in Adobe® PDF format. ABC CORPORATION ,1 Altwg ^ rtrriT A- Mrs"Aln $7, 1%,7,U [1A:2Xt ItIllf,2CU, XZM=:'r. ACC C. V " AAA 12345678 $ %- 7ipnR37i�' ABC Corporation -- 05&lip4W1R d.GCC turaw: 0000OM600 .17 ke w 2 07100001 - JPMo,an Chase Bank &40t,dbk €, ABC CORPORATION E'EI:k6t4Yi._FRJCOa:Ia Cvalwrla!o- -tow 55E -249 PA,P 1'W 1.R Morgan ACCESS "Sample Reports Guide 16 ^ rtrriT A- Mrs"Aln $7, 1%,7,U [1A:2Xt ItIllf,2CU, XZM=:'r. ACC C. V " AAA 12345678 ACCT: 0000012bb00 `. x &6'kt"R- N�M' ABC CORPORATIONi ID: 3456789123 87654321 ACCT: 0000012bb00 ' » tJklv., "B"AEr CORPORATION m' fijigW .: T041YZ INCORPORATED t t1kHr. "F4XYZ INCORPORATED - - - -- rr 9'i. -T ^a .A2?i�7174.r•^._ e1 :�:.t:. sa tin.5"�N "4tJ ? ~sY.T.�tt9'riN,T: p,++.'„'�, +`..+� Rr;T.T`dP,r1� 7+TR? 123.45678 ACCT: 0000012ob00 v' ENP -79" 1(;=E APC CORPORATION ID: 3456789123 y 87654321 ACCT: 0000012bb0O t4p-'4**= S?R',AEC CORPORATION TT -kXY-. INCORPORAIED 4 t {AYr TVXYZ INCORPORATED < r,.rirzTT A.AtRi °; 3 k..;'.Ik, x7 DAT?.* : -I c7 r<c5." ':i6:i,CU:.k Ae.N r,'.a9 , 1EO' Aadz 12345678, ACCT: 0000012bb00 A RE.7:imn- XF"lTri ID: 345678 9123 .Swl 1234:678 ACCT: 0000012bb00 4 Twat.'?: 3 "CA1 c 4 4: -3007 E 29344 a e^rti.ft E: CA °:lk4`e EY'J ks HATS Tt,tX'Y7 INCORPOBF:TED e C:1kiRC^ r. +: XYZ IDiCORPORATFD "7"r.?4C C•B1C�GGGo a' + 3.. v.. » ro, aawaw ..- n„- „....,,s....,.. -.,.,- ,,..�..- „.- „.- ..- ,..ree ai.�.w.�aavr «.. w>wa...wr•cnrnauresxra.>ro CUMM aM,xaT: 'T13,4ka,61 DAT'£':S Its °z ^r.r'aFxx xe:l<i+, e ACC C."x •: A5k 12345678 ACCT: 0000012bb00 ?"aYHE” ID: 345b7891;3 '. x ^AS% 12345678 ACCT: 0000012ob00 ",EVRI, L?vCr.CYd'rx,^31 .-....-.,....,,,,, r. ....m.- a.:.....,�.,-- .,,.. -,e•. r,� MN r 'K- R :100E7Ca7a t F- 'AT:EMMIKE 011 "'0.121. tia.'HF: F":,rYZ T7 2GRITCD "a2 ^tN. "-.3aV,5L ' ',."WAf..^ n (7 17 .P ORATE F "7 u°kr,f i7;ikpC 00 " E'EI:k6t4Yi._FRJCOa:Ia Cvalwrla!o- -tow 55E -249 PA,P 1'W 1.R Morgan ACCESS "Sample Reports Guide 16 Provides the status and other information for issued checks and drafts. only available for Asia based and other select accounts. ABC fiawpaE}' PFlp:nR%AeEXt. rrpRn sm,. c art�< xn.em.::ma.eww<onx.:«5pr::<c.w l'MiP YYbf:: Mt .l.3'. NUn-to �3P»a3r �P r.E,.wa pro<aryR. crrmdaa. +P:rva,.4a T.a „KKR�C4W: A:1 Gn Pq�A: '.: +(MMa M%bsse.rM M.i,.{ Pira4tr w.WME(M Yq Kli V Y6�r'naIKYM YYL$lryiN M3' Nt+�4'i V CiCKN Exudw Man 65mP iFgwPeM # <wrt. 4a11k4*M' kxnn HSrvn. feG CASµWP Tl.�.xl .>C:ryntynCH' AEpriYAlAI3AA A..4t igxY. %'M GtwRZf AUG NacE <+DCdV Ea+,'. GRA ^.E'vbR. Fw+g C.s.tr ES+.+:nE+eeca Ki1>audTran.Nm AwR Ii+a+�PEC x <. fure..Z6e+ewa SPaY £Md:fiJ9.: Sp�CNdv AN' tY42h PP�ttA+mm: ^+C9YT�'.w LlwtT l.. CMSY.'.PNa: :YeD t:frikMNC. C4Sa:3 I.w. 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J.RM organ ACCESS' Sample Reports Guide 17 55E -250 Provides the status and other information for issued checks and drafts. only available for Asia based and other select accounts. a2rx�cusa Rggl ¢r,ARy~tr {��Mxc84v116aseaidna tlu3 Ranpa; UFF1Yt054. tlP£^.&Sdi3 Fx#Vi^1Nami: CMWfn} i�uaaeaa: �ypi,.y }ymplt, dmitH6kNYkN CrigRhGlB Z-W IUdS4xA.gnR pn 14Q9 Affl$CT £W4: CHAS3ZaM8.15Mti0a!t Ch4H' HNb: t4kMafib 84hm�sn Vgaa IY+ek BwNCa qFY lyMr6xri: i]938aN:u3 F c O MW Mroxw 0=0 NA layerRla.1: C€f aPnpb*i WP wwr , AGWN H�mbar Ga�emaRW:. YE5Y813?b 1 .. $iwu 'U. Oit6Y?tio8 Osi: CNminkc; TESYC4 q -: OM MI 61:pxs clFM P To MLW tw.+ WWI FA4R+iAtti 082inffirt� Pw UplM2 NVk,Y. ce�.mta6r: tmxe e 2NIN6At e I; V 44pNR row WIVI i]tJ4isYfA PwemFrawrt; !a}r$ank'. Kasa PSM.. hFrsk 11t11�95i A:> fk±'.S 43 Aw?w.t INR fiyvtHmr: V4F cwour B@P x TRMN Mva56ar SvWRAfAN.; 1'f+$tmv MWPN1: 4" Of R : i£ wn pw Lfn¢@atla 18STCO Wwr. 0Y4=0 4w. OnR PM�cITMp+: h6 a LOxRb:A: CAti rtl fiY,ilS;il& PKki3RVtla¢ Fk V, M CAI '. tinXnyiaWVV. L' #i tUi4 AYr2A". 4i. VMVm.'. YAM@ pl9Y�lS wAV,m7uaxm: Gwabd!an: +o^3;t�deeasYpu&n l�gRZ�u ' 1.RM organ ACCESS' Sample Reports Guide 18 55E -251 Provides information about direct debit transactions and the status of the transaction. only available for Asia based and other select accounts. ^RiwWq sv Rib wHaY.m ak slMiwenv ^ RI�Lrtit}�appA•�K }il GAbl4 Anf'fNb$a( BwT /ouAt:. Rmxrls ?a Cme. Tm,r..ana�Pm a.0 Gwbl' G++}a+. =yse ataanu.:atamvuf. �+Be9m.=f:Raa 6mws: F+a4n:r..Ratwned RCpxtl mYh uwl.9fee a,y itinsreet GAUr[x.a AuRxxeier, &' Y ^PwaJ haKml is #tk =+�6' a:nwEnw�r. +Et Caxa#T sa.aum avwv tir,p. t >e*4iTx:9 %$N #M4 xN'J4 ':u�axi: LMS'ewnxemMrm xy% CH/,^„RUS:- ��agan LnR<R Ceas Ca tex',.w.gt 11#vm%es Myra F +xa E4wx 1lwatfirJMMawa =+ia Wya. A}.:e} -U ReWM 9Crme mm� #M'k # # ;i # #Yt4 $iLO LO 4rmaMnm. M.:<g.YE E%K Y3ESYEY.'Y8lI f t r.01^ant 4J.SahYJ AP Mm:lyxd{s }44 %E[ilftlt14i44U1{S4Et safmmuRWnaos: vaYfi R.44iC<E4 aGR �eG C,00-na RRAst4n s.}a ?Ms �s Ytiv[: OS.'RTY} 11{rryiy G \EJ'. GIGS h<q t;me f # <}{Mii # #n.y ffdx Tm:+arw%w: Pk:.o-YE Cn6a "�a uY wm EAm k$ »x84J1S£M MSymESjRC u.Y.er�b MCt:RTJyntrr 40G434itAYA.Y Gaf..euPFsM1ee.�. Curkrerhdamec >s}s awe £a.;pa} Rxp:+ra QR[l °w%rx Arm N'. AEC Ci ,, ii 05 X.RVervn%sn: G1".w.YS Csas"n�pla.rm 44cneMi€Mrv, 4poYYx % +=llit Yglme�[i h2 e. SemM,. RNmAR: R^imNPoxn..:.s:.CRa 1.P. Morgan ACCESS "Sample Reports Guide 19 55E -252 Provides the status of future dated checks that are warehoused by J.P. Morgan. only available for Asia based and other select accounts. W x14tld TY PAf[R W x6MG5sn C.daJyxf»frv.° Ri9'��#+R-POSt@MdChrck 6N*rLn9II: X 1d6: e�. YY 9anAA '., Uas T #y+"ik ew�:nar:s. ua.xOm Wu Wo-»f P#YVads h^suxv: »�avu+:lo�Dm+:Nnam.+s '. Ct ts0�:r v nadaa.aCfamMA\earmoCMnwn McP iT#UpiavY: -.x WAI Aattgcre3 AMC*"" St &roatl X,.Nw. Akip m�`vxgx 8dnuutxAi v$igpMY ✓).4y',t Bat G+n:iHY9- ,maw3\^u sn Ean.++3'A�rkm YWm Wk: •3 +.Mg. #D Wvrc MW S~: Cw4 dxwRnneewu^ WA 9.rmaua3 o.F\b'.vneP: .�u>9>^G«x4ron HXTMaM 6tnM: diA'� }Y tra. 0itx -e4 ftiNmsettx: f5'dF8M5 - P�aRNanx -: P -0, > «C TmfY CTeGlA�ni\r. 44!NJ2Y YYi.Y kYY: aiSy�Y¢ AIMaM i#}.PJ SS31FP gG.xttl2� '. L 1mmm: Ns4mx° {¢"{) UM1FY$D�AII '... kE.wmn: :94[rgia CSr:a9.ra �nt3.HuIIC {MY:.tT: GBr:+�S '. ' YkMdtiM #: P%vM�U 9!P>feYMi' DSNi' Y4 G4wdHUNer. 1f9..:13t J. P. Morgan ACCESS' Sample Reports Guide 20 55E -253 Provides the details of a variety of incoming transactions posted to your J.P. Morgan account. Only available for Asia based and other select accounts. ABC G'ompaay tl'.14a { }SY,usi �%? '. °,w.e.n>+e runxtw..«k�anaxmatn:rnas.•• NayanaYAaaeR �5uMx4 Ceaetttca YkuxOwfia�:Gt�MXYA2.70+4 +C•fE :ri[anwghwm. eau A 6fu G:4ltf. Gn(bUe]b XStwNa xa M.tj,agw BrcikA {Ae2e.Art kxhM S.fAAJat AH AasnkA Cb1rw: A¢awtGrra i! ^Pa+'wIXSCo-na 4wYJp:fip: Ar�ntis.u: AflC LORpu+f Ck.Mx.MB A'ua✓{ %N'Wp'. 9pMAfAYAIiIY �$.1 /G4T o-y5jy 5#J.. SMAiAUMM.�aMtle4`Ni°PS:R H:At- a§V1mym9 lFWniefs CMei b)wba YMUUffe wnv+NUeJn ?lratvs tLY hnx#.uin2 {N'. CaraVMSmw 1.8dtfi?3 4afmlra NYM trxaa AtC 1q.eR' 'Rf iP<Y�! �Mb .YGO.mt ?.xNar 4aN Mkeen¢a_ NW#T14+t9M-:.3 cu.,�.w.�. C:6?".u�5a +v aoerarfx RMerxS. YlSRR 4r#xe; wwmatt4fba r + «.c: :u :s.A.a.ia ada+w Iea.x a /1. R maxr. MW AID N1xY «E°CC I d #h .h:eszwmta.: y#XRgeefrcf: 4XV #M:e:Yt ^bb Sufemivbkwaae: PU "Pi?YSE aMxpT /Ca'. Rf?sewga VTRRe4:rRe: Nrvvxax Tfae. Man iMWtN ."4dF.at9 Xr!«fae ', aa(1n 1301 ¢W,tipfan: iYb Ph AL9 �rtk' X[Een6tCiie, #WR teaw'f: Li4'k:15LkIittE Cu.m�.arReinxe: DN'ri¢G.1s *SL XMUmT!aX RaMntia. UiRREb #Xm ' Rpcxet RewA•S�aewaGVMSSmf af�wr Ys.xe..0 23.�eM *,sa.a a,s<t.. =eu 1. P . Morgan ACCESY Sample Reports Guide 21 55E -254 Provides the details of a variety of incoming transactions posted to your J.P. Morgan account. only available for Asia based and other select accounts. Re IMORWO4- wannokOnd Tax IIBMOrga[i '.. 4eo Ha.v.3i FpC #RN4ff XuHliflufn 9nyn3v4 JiAaM1VI�`P+9tinl'�vlLlkite} 1vlulSuvYarX9lma�wwYX a SvnV'C�xd' R+lu}� % 4�vy7eSULilvr�p�mAKUViuudfuMU lvEa'InM1MSrn4) 1v3w8inw i%)Ylsu��JU4 ivn IvvuYaCaveim 6msv14 tmyvrinxC%9nnu -a3. YWXXlvM14 A?M11gMNIH1N l4Pf 41nia PakM 1 GH4xHMiCS&FS¢WNIDJ%AG. 3}fiX f44$WLLRptiXt mtlH #E /M { #fi} NflN..e_ 3$S{p.NC OSJ:. mONiifigMMf 4T}'17696W < PLdS £AIIAY.dKS!.3MFM4bkAt1M1N(Y1[iP# HLWbYIX4 2 mHCaf.Xwe2xssmvtsb4a,.ecMw xaxn�eaxrxzfaa, rnulNrli %u +ti sr<�:s 2cBn mPXfilSft4u#M1 %%ffi'i�l0 9 #g,0x.�.a#tawax,ffeuewts�nxiwm - . ;. 44dMi.�Y 1WI1CfliXX#iN E3PFtb.6' Y#°@ "' 4f� Lldt1Y1{iFl! #a 'YiNY1IXd� i �. HWEWG'NW89.46GI8,tl'+tlSfl:X NNI£W%IC6X RwAHBh A mf.CfEFW9HWX W* lwf44NNhd¢ti8 nWffl " f:M 3'%=c 010 HpAkINtl4YifM 00diMA % unu�w�uHttaurp.a�l2uawx+u suaNea6 9 1tluY4tlt#11 %fA# ewm SLR mma #fraE[sua C$'31".96 x =4 ==` YYhtlNM9 a EH4 RAiP�laHA1Li0- #iKP4.tm41NdYiMM engufEln#ffa X%ggw $�iwlwm 4Aw 5tllp'A#tfi#X#t11X V,744wP t HL§#A4Md#:MWM,2tWGHkf4111{iH fiXS!1Wb H iL'4WH£f#9$ JFtjitM1'94�al.H.A 3}d (A$IJ} VJM4VWW 8#ON49M i#tl"AFN6 tiAu gH'KUR'R. I#3 IlN4 WM9iH. QLX3hRS�4�k# YHYE4 YNMYti1�CSge1 "!Y6@9HeW'A�iYM1if4R#�GHR9 � i 6W9�aENARHV.'° Ntl159�tiffiwdtr §h�RW9AW23dM�X$iAi3�11MtH AaW1 AM ♦�Ytl <� fill`n4n +�. lI.R.�� t2t +�wtmmktamkaim.en+t4+P. -....e..rve "Armtr* rfmnx ilslxamc HxFa3U ' 'Zow`mxaw YrtaoE .at�m�SmA+n r+ma iiBtlY(1{}ry: 1y�+f3${.3 bACrt% {p�y.}tl 9Ydbl alfm� 1. P. Morgan ACCESS' Sample Reports Guide 22 55E -255 Provides a detailed view of return and exception items, including check returns, ACH returns and ACH Notification of Change (NOC). Asia based accounts will only have electronic transactions based return information. Internattrsnal Wot4, Inc. • "RUr GYtpnratW Yirymswih%y •• RoWnsand Excepbara Report !ACCaanl__,,,_ .ewaw.Prwr4+r SbWR 4W Py1dy M]MYL. %tlai(CIXdA.AL' {rNtWWErt M:INll.4Wr. At+aq.ey quuM. um nn+nv xo4reutm:M ¢wmsxwnte,Mwwexwcc v,x +re�a�+, c�ucmvcxr r. crnmx r«mwcao-n. At -1Ybwg TTC Q+Ky HFa9(.g1Y," ii AMVSi haowa Na• +s Infariufrontl GOlBal, i'rc. Cr:iema adlluS Rwar M .euUNwSrt ptA3t &iC>kfii firt +4$MtiOt- FAPxryvf 4U,•w&w.YAA (dAt FwtMb QpSW NY Gomm�y#BaWmi9 SYM pR4erslgRjRGgMpx Cq®NMMYO aYk,4row4 pI44r1PH NRL2Nn Y)i5iY6Wtt0 MYfRGIUHN ftRA npNG WIAPL &ip A0Ck4F, e6J00 .. _ .... ................._............. _. _..,..,..__.......... _....... _,._Cal CnrtiL,._..... ........... ..__..... B.nRPtiRblitl lx�ry f+u.+AB4TYASe }) 1TipA$yµSR giAi£# CiR,p BwMVBNmw OTAWe +WC CFnnrorY A"fiMtiHSVl4 eRMntlpl NSA �T..1. SBA% f2>+W4 S4tN15 ^#.x %YBA B.�wMMA4AVaA a.eB,nwgW 13W54%450+ #umia �+ iY.1: N£FUNP OillwYVlf ONES411 2 a%ISM3 AGY @CIURR fM 11 MRIACCETU:Tk1. UR 41T. Ba�iMxYW qi 000m I.TT%IMI23 IRE+"AER STATE W ca. awubw MMM 0wrt..ne 9aiwt.: 12 k1i5t.12RW 5.M 5XdW' Wt�Sq#B4 y 1b 06 1111 +X#i54}4Yy+ #Y5418 T. U-4) U%PEiUk#1 012WWi S"WI611 Y89RDI ' ACeIW WR.N MI TAT At SNAKE Yp tm# ft CKT,`e CrViltV Qrr 4F(4�G'U12 f$$)PRIYS[ RMH (dA J.P. Morgan ACCESS' Sample Reports Guide 23 55E -256 Provides incoming and outgoing wire transaction information by date for Fedwire, CHIPS, SWIFT and Book Transfer with complete advice -level detail. This report is also available by account. R. 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AqODDDDFA41i KFllRTF.¢"FErtANYTR£P.MA^LY Rwmmw YMR REF 0/0 YOURMK NY CREMARK 0A' 'PC? 2S U TOFM47 Cm&Am 33.03003 USO TravuE¢eOawaY OiV2042020 FMEAT aw'jplm FE ECFnr VAw DU M" 071Z720:20w2E"EDT Rd .T. tRwNmPRRMw.'iFR 9w 494ry 43A3$949VMVO+ NN) RA 999F787Ww007223'YAkiw- FM Tw'ST) 14" OFPRHa� OF? P'M'd AT2' IM MAN$**w $ "VK9999949 5"r4sekc EB70W7394 Vu "Fm YOVROANKNA, Dw AVALL WaTflov YORK NY 100w,111 iwaq.uaxKwaai. Da+ tiar:+wnEA^ rD4A.'i^ds2CwaiPMFOY Fag+w KPi J.P. Morgan ACCESS' Sample Reports Guide 55E -257 24 Provides originated payment transaction information at a summary level. ABC Company ' "r+WAmr3Wn PC 63pro-,- Payment Rerlutt- Summary GIN 04�NY h1Y�Mn(NNI.wINMl4CIp&n; MI3nmM4 ' Yibpn. A$4fNDY,tif iiymw3Nen IanneMGVrr�wal R #��6. >�pkwwa Prirr ;RaxzN, W1NNa. %t G�:kfcW 4Y StaYa40 Fry4saWa¢x 6v.Int WftoW W NN¢Nluxn .1.IMMorgan vlaNwN RIgl�+wt +Holz- tmnmsfx BlynxN hYHPn AN!AW Yru From, am eKe�pn Ylno'aY A(acweruoN. ABC CompAny 4..a U"V S,G.i 4¢SWrtRiu+Ne+'. G1aV -09t#idSntSa4 #9 8 I Q"I",.wrxQX2 4C.W 81W NA WlT wWa +yµypW 4/.�nlNgACRewt Ceu:en 0.lAeY 9aynNAlG FymHMNwt CG'i pY4AMmwf C:Y W ».PAnMIXw'�Au 1AM/$Oit QUYJQt!$5R58]89f$$ yyy.yR4 3AJ?Mfi f331Yd IIYJ :PNgyn CMSU ®sq.t14U Fm+'fenWaN 17"Y3 lYtlrrFF$AaklN wn.vamm 4RNU.ra,N s>yN.�nm rra,ca v:R <ainas c+sn WIRE Aif Taal wimmYns Pb+wra Amwm as MSOAmwaN LCY I I.. v4A trM1]I.W U90 Arymlfp{RK"Mt•&knMNy Ge>�xafm lCti.:4tY 4k.!B Va CtlY ,a ".3 J.P. MorganACCESS'Sample Reports Guide 25 55E -258 Provides originated payment transaction information at a detail level. ABC Company JPMorgart ••Far MfMrltatitin Pur6aseaT)nry..'" Payment Report - Wall VA® Date RaMm MIM2,IVIT4012 batz olspl3N Papmend tdaUta9a!(JexdAPtlan5'. P&ya +mkltCra3HrM kantiait D�aoY �auvmis, laultxkPaSmaiFPel s.Ndexlq pL fws'o "Arad, Frmai Payment NONY auxetll+al `,msk'. Vat+aiia!a nx9nv5Y$} Paynwl!R" PaymwdC:uraac[ax swlml, 1'vralnydaa jk Fellem RNa.Me, Rol, uA9 A+waxq.4lakrarad.J.. WV /and SNatlad Uaera &ia#s =Aa 021WN AMEN Name. ARC Cp pany Au wl NumW. 9WU9012e4123S51 Bamk: IXW154 -aS'A AN f'NA'SEaAW, NA (UT) {ve'&rW VSD N.S. DOW CreaBtanMOthad Maw Awav m P4ti3a§p Akkwi€ PAYMENT WORIOAT16N M41:tnal#:"OPImn VmtuaPate Payment Amwnt ACN MD412012 i£m:IXW USO ADM -oh1w SWpnrt Paytna oo Resrtye"DAle Rama pmcrpttmt 234173454 ... From AewuM AmuntName ARCCOMOny rank 00"aM`Nama Campwlo 12+4MIRO ARCCompan} 1234507400 SP mproan Cltaxe .,NA UT OMFIOMIES .State A�tNambw A=WI9Tyge 64*ARA New" gat7WW75412S123 chatknU PasOariz 1✓b"M Pwwd Earl game Fint Name UN Payroll Gala Paymm10 00 AmwM {irk Ttm G£+9;WW-00Pel+ 04MP,r1312 3213211 IDOXCR pw"m 001MV 11 1.P. Morgan ACCESS' Sample Reports Guide 55E -259 26 Provides summary template information for all payment types by account. Templates are displayed for each account separately. ABC Company J.IWor alt Template Report - Summary ..Qo 0.1.1100.1 oYUaw4r >+rmw tr.o-AawnavbeeTa. X.mY�W xim, PVt(a9 %aypdi k� !: RrMl+.kry um $.�.vAYCVan A'.Evn m aeeeuusramo- ABC Co MpSMP Ge.+r[1: V44V.S. n41N aeca,nr;,,mcw 123456159123 8v' >.t.rM+9<.,!P'h'4kt*�w 4+rALS9A1m,aatury Oat V.Y2 .Npm. PAyrsM}rypab Mi(nA >p AUAUq LaAt astlo-rEwn+ YanMCay nNa XYnp'Ale p.wpAA�� if•Lm !L'x na[plmn ACMta�UYAY4taT.WD tM{MKdnW iYfm tWq lnven0 +a w.wfxswar.n ame xx. 129133756123 aewrua A 4LOWNU ti'YyjQt$9IXCS FM @152 09'2 &2GiS 4PNFµYg PCR ACT 4AV9 acWM 4ea.ivrn 123d58Y5912> pA.p #:.E 1 iAA^t$p{R tn+MtU EAe4:Ct✓tt 38 aaen+ Yw!P44 M.�i•SMIntiY {ryate+/Cn' rf�fliM:d9 -S}MA pOt Asgo-lU3 1.P. Morgan ACCESS' Sample Reports Guide 27 55E -260 Provides detail template information for all payment types. Templates are displayed for each account separately. ABC Company "POrtmamsekion a`.umasr�rAx. Template Repod - ®e€aR Zoa Aa7 PagmeaaAZ.awa' 4w. ,I w Temt�rd. zrm' .tMU sa4 ra* Iftwf Ew"iRfx rgw430rded Vsvm Ofd�'v¢rdS -YEA JYMorgm Ta 010 tau Uxd ampmr4t fr9+titM2,.IWIIM2 Taanpt.Mrt BE-shvR rm 3t4¢gWV8d6�ta3: AOC. Company DmaxTmea. M ibb4B8780ii23 uax44 0a 4, 00OIU RUMOAOi£KA -OMK, IEAAM DSmM29.4:U. JW IDT O .Y: kJSD 1.14 AU nw2mc 5anp10sa XXV0 sum _ OM AUTR?:?; IR A6A PAYMl 7'ltit{iF -WTtDN ftY"dk Vwft4 1A'!'4e4 "d:tlRYkYfA'?tlkM h1WRN�1U+n T+A1§11Yr17maua'd 0ci ,TlaA2imi 26 3:C@U'$Si IaWAea A A;aeeeeR Rx" 1.. bba5 %70.9'1123 Aet C041 p4AY Rum r� IZ"yWM Dars7Ti[tn �� t *wWGbateaw*,N.A,. VT UIVSR VWVA aacrz szzAM pT 3bbt54927887 "N'RM eR" Get {t`xm ia?tAp9 Uo.rtd 40 Br'hP,0124429AMEDT rZIM BON DmaxTmea. A <"Way uax44 uYAiF DSmM29.4:U. JW IDT AM nw2mc Af�.[gn.N}sdaaxariem �A?biNfiYfQ$ Rain9 flari!"t,my Aatl2 UiYMr�, ayT, � sl�azrriBnt r� f"N Dars7Ti[tn A %:dneeAdOg UIVSR VWVA aacrz szzAM pT ANG 'ar#«w eR" Get {t`xm AgNme4aw Uo.rtd 40 Br'hP,0124429AMEDT AUG k�PSxx Even. OzOtTmn .Ad�"dBy UW40 mrr�a.> e9?a012112t+AMErT ANG ft4g" r�c+an A�.�a7 +�kscsDwyRrae�v 55E -261 Page iOflT J.P. Morgan ACCESS' Sample Reports Guide 28 Last modified: March 2016 This guide is confidential and proprietary to J.P. Morgan and is provided for your general information cnly. It is subject to change without notice and is not intended to be legally binding. All services described in this guide are subject to applicable laws and regulations and service terms. Not all products and services are available In all locations. Eligibility for particular products and services will be determined by JPMorgan Chase Bank, N.A. or its affiliates. J.P. Morgan makes no representation as to the legal, regulatory or tax implications of the matters referred to in this guide. J.P. Morgan is a marketing name for the Treasury Services businesses of JPMorgan Chase Bank, N.A., member i and its affiliates worldwide. C2016 JPMorgan Chase & Co. All rights reserved. J.P. Morgan ACCESS "Sample Reports Guide 29 55E -262 1 R ti b no n L m 1 � I p v LL v � p C m Q a c m w N � L m m a O O U O N H 0 z c m N 2 2 2 2 T T T N N N N I z ZI w w W w < Q Q u 0 0 0 0 N � < a a a v i 96 6 m m �N N N a a < m m N N N N o O O O 00 0 o< ccco< v � m N iN-I H rNi ti ti ti m m m m �Vp V V V N N N N ° coo cool ooa< L' a N c E m � N m N � T � L m mN m K r m 'c E m N � �c O U C N N N E � c m L V O @ E_ C o\ Z N Cl I I E U 2-) N @ N a C y m n v m cz m .c N am 5 i.c G O 0H' O C @ N E N m F G E m @ 4= O m dj ° (mj -p c E am 'o`° =o a> E of m� pL O a c� a m..a Tait II u N m ° O = p O O m C �.@-. 3 O P ° E? 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The business resiliency plans of JPMorgan Chase It Co. are subject to change without notice and do not guarantee that for every disaster or business disruption: (i) such plans will be successfully implemented; or (ii) such plans, if implemented, will be sufficient and appropriate to avoid, deter or mitigate the disaster or business disruption. © 2016 JPMorgan Chase Et Co. All rights reserved. 55E -278 a r z u w 0 u w �Y o_ v H �n Business Resiliency Planning Recovering from or even avoiding a service disruption, whether a component failure or a full - scale disaster, depends on a comprehensive and effective contingency and business resiliency planning process combined with experienced people to execute the plan. J.P. Morgan's business resiliency plans address all parts of the business - including employees, facilities, systems, telecommunications, and third parties. Our business resiliency plans are living documents that are updated on an ongoing basis to incorporate lessons learned and tested regularly to validate the effectiveness and completeness of the plans. Business Resiliency plans, recovery time objectives, test dates and results are classified as "company confidential" and cannot be disclosed or shared with external entities. For informational purposes, this document provides an overview of the Business Resiliency planning, testing and implementation approach in place for J.P. Morgan's Corporate & Investment Bank line of business. J.P. Morgan uses an integrated Business Resiliency strategy that addresses both the technology recovery (IT Resiliency) and business continuity planning (Business Resiliency) required to resume operations from a disruption and provide for continuing operations over the course of a business interruption. J.P. Morgan's Firm -wide Business Resiliency Program is designed to comply with all applicable guidelines from the U.S. Office of the Comptroller of the Currency (OCC), the U.S. Federal Financial Institutions Examination Council (FFIEC) and the Interagency White Paper on Sound Practices to Strengthen the Resilience of the U. S. Financial System. Additionally, there are approximately 100 guidelines worldwide for resiliency. As there is no universally accepted global resiliency regulation, the Firm views the guidelines as requirements to create Firm - wide standards as opposed to adopting a single regulation or standard as the Firm standard. Our corporate policies and line of business guidelines are documented to account for the various global regulations. The Firm's Corporate B Investment Bank line of business business resiliency plans are subject to audits by various regulatory agencies, including the U.S. Federal Reserve, the U.S. OCC, the U.K. Prudential Regulatory Authority and the Financial Conduct Authority, Asia - Pacific monetary authorities and others. Recovery strategies and plans are documented to account for both the typical planning scenario and the worst -case scenario, involving loss of life and widespread geographic interruption. The corporate planning standard requires that the recovery strategies are sustainable for 30 days. J.P. Morgan's Global Business Resiliency group is responsible for leading the Firm -wide Business Resiliency Program. This Program includes corporate governance, awareness and training as well as strategic and tactical initiatives to ensure that risks are identified, assessed, and managed through a cycle of risk assessment, planning, testing and reporting. Program governance utilizes a hierarchy of oversight committees to ensure visibility of the Firm's resiliency capabilities and requirements. The Business Resiliency Program and related governance structure is ultimately accountable to the Board of Directors of J.P. Morgan and reports into the Board of Directors through its Audit, Operating and Management Committees. The Firm's Corporate It Investment Bank line of business maintains both a dedicated staff responsible for providing Business Resiliency services to all of its sub - business units and a JT organ 55E -279 J a r- z w n z 0 V 0 LL� a g V K h dedicated IT Resiliency team focused on technology resiliency. These professionals provide governance, oversight and compliance functions for business and technology personnel. The combined team is responsible to ensure that corporate, regulatory and country- specific requirements are met. IT recovery strategies and plans (also known as technology recovery plans) address the recovery of critical systems and applications from an interruption to normal processing cycles. A full range of technical solutions are used, with the specific technologies applied to each application /function depending on the criticality and recovery time objective of the specific application. J.P. Morgan data centers support a wide range of technology to provide high availability environments and alternate site recovery capabilities, including disk mirroring, clustering, geographically dispersed systems, and offsite tape backups, depending on the criticality and recovery time objective of the application(s). Documented business continuity strategies and plans address the recovery of functions and /or people to one or more viable alternate recovery sites. When similar processes utilizing like systems are performed at multiple locations, the use of a sister site or distributed operating model is generally the preferred recovery approach. A sister site is defined as a facility that performs like processes, using similar systems and equipment, and where local management possesses expertise on the processes to be recovered at that location. In situations where only workspace or access to remote applications is required, other J.P. Morgan locations outside the production site zone are the preferred approach. Plan Development The services J.P. Morgan provides to our clients involve multiple systems and services that, when combined, deliver a best in class product to you. A part of our resiliency process is to analyze that stream of systems and services to ensure they have adequate recovery time objectives and supporting resiliency plans to meet our client and J. P. Morgan needs should any one of those systems or services be interrupted. Our global resiliency effort is comprised of over 1,000 active business resiliency plans, each managed by a J.P. Morgan Business Resiliency Manager. J.P. Morgan's Risk Analysis considers numerous specific threats which include the following: • Economic Risk (e.g. economic developments in one country may negatively impact international transactions) • Natural Disaster Risk (e.g. likelihood of earthquakes, floods, fire, tsunamis, tornadoes and other natural hazards) • Operational Risk (e.g. the influence of societal and structural factors on business activity in a country, and the likelihood of state and non -state actors either facilitating or impeding efficient business operations) • Political Risk (e.g. likelihood of state or non -state political actors negatively affecting business operations in a country through regime instability or direct /indirect interference) • Security Risk (e.g. likelihood of state or non -state actors engaging in actions that harm the financial, physical and human assets of a company, and the extent to which the state is willing and able to protect those assets) • Terrorism Risk (e.g. likelihood that acts of terrorism directly or indirectly affect business operations in a country. Terrorist acts may include bombings, murder, hostage - taking, attacks using chemical, biological or radioactive agents, and use of non - conventional weapons, or threats of attacks) J.PMoz an 55E -280 J a z w cv w 0 V a a .e ■ Travel Risk (e.g. the threat posed to travelers and expatriates by political violence (including terrorism, insurgency, politically motivated unrest and war), social unrest (including sectarian, communal and ethnic violence) as well as violent and petty crime. J.P. Morgan uses a formal Business Impact Analysis (BIA) process and a standard tool to gather and analyze data with each business unit. For consistency of process and content, a Business Resiliency Manager works with the business unit staff to conduct this assessment. The BIA measures the potential impact of disruption to clients, as well as legal, regulatory and financial impact to the Firm if the business process is not able to function. The business unit then establishes a recovery time objective for processes and supporting infrastructure. The recovery time objective range begins with intraday recovery (either 2 hours or 4 hours) and extends out based on the criticality and time- sensitivity of the process (either 24, 48, 72 or 73+ hours). Our BIA process is conducted and completed annually on the nearly 3,000 business processes managed by J.P. Morgan. Output from the BIA is used to define and develop a preferred recovery strategy consistent with the specified recovery time objective. Standardized methodologies, templates and tools provide consistent reporting mechanisms, helping to ensure that the selected strategy and the detailed plan address all relevant aspects of our Corporate policies and line of business guidelines. All business resiliency plans are required to incorporate and satisfy specific critical elements, including: • Recovery Strategy • Employee Call Tree • Customers /Third Parties • Recovery Time Objective • Damage Assessment Equipment/ Software • Emergency Notification Recovery Procedures • Telecommunications Work -in- process Assessment Risk assessment and recovery site selection includes evaluation of sites that will not likely be impacted by the same event considering regional geography and critical infrastructure that supports the process. In many cases, alternate J.P. Morgan locations or sister sites are the primary recovery site. Select business units have established hot site locations for business and technology recovery while others have contracts with third party vendors to provide and support business and systems recovery. Where applicable, business resiliency plans reference command centers, assembly sites, offsite storage and recovery sites. A formal process to document and approve recovery sites is in place to help avoid the potential double - booking or business unit overlap at recovery sites. Additionally, support groups, such as Real Estate and Desktop Support, ensure recovery sites can be utilized effectively at the time of an interruption and that plans are established to provide required infrastructure within allowable timeframes. Enhancements to J.P. Morgan business resiliency plans are on- going. Specifically, J.P. Morgan continues to increase operational resiliency through greater use of production location diversification. Technology improvements have been implemented within our world -class data centers further improving the resiliency and robustness of our technology environment. J.1 Mor an 55E -281 z 0 L L 0 v 0 z a a a t -- V CL Testing, Training and Education All plans must comply with the Firms' Corporate Testing policy and test cycle. Each resiliency plan is tested annually, at a minimum. Exercises can include: • Notification Testing: Assure the accuracy and completeness of call tree information is maintained through organizational changes. • Walkthrough: Familiarize the business unit or support group staff with the plan and their role in its execution. This validates that the resiliency plan incorporates all critical processes and helps to identify gaps or other weaknesses requiring remediation. • Simulation Testing: Validate and share assumptions, including those related to dependencies, and the ability of support groups, third parties, and other vendors to provide support. A scenario -based exercise, simulation testing is an interactive session where participants are presented with a disruption and must react to one or more impacts and make critical decisions. • Full Physical: Validate the ability to recover business units, processes, applications, and infrastructure within the established recovery time objective without dependency on the primary location. Business management is aware of all activity leading up to the execution of the test. Post -test reports are reviewed with business management upon completion of the event. A central log is maintained of significant issues encountered during a test. Each month the list of issues, if any, is updated to reflect the current status, including actions taken, reviewed with business management and escalated as appropriate. Issues that arise during testing are retested within an appropriate timeframe. Resiliency plans supporting critical business processes are reviewed and updated annually or more frequently when there are significant changes in the environment. Plan maintenance sessions are typically comprised of a formal review of all aspects of the applicable resiliency plan and updates are contemporaeneously made, as necessary. Every J.P. Morgan employee is required to complete Business Resiliency training annually. The objective of this training is to provide an overview of the key components of business resiliency and illustrate how each individual employee can support and play a role in Business Resiliency. Core resiliency skills training is also available for Business Resiliency Professionals and Coordinators. In addition, J.P. Morgan has a formal, centrally managed, assessment process to evaluate the adequacy of security, disaster recovery and business continuity controls in place at critical third parties. A critical third party is an external entity, which provides a product or service that has client, revenue, regulatory or reputational impact to J.P. Morgan. Business Resiliency plans are subject to reviews by J.P. Morgan's Global Business Resiliency group, which acts as the Firm's governing body for Business Resiliency measures. The plans must address and comply with documented organizational requirements. All findings are escalated to the business units, Risk Management and division executive for review. Additionally, the Corporate Et Investment Bank line of business Quality Planning Program has been designed to assess, challenge and enhance all Corporate ft Investment Bank Business Impact Analysis and Business Resiliency Plans to ensure businesses develop recovery solutions that are specific to their needs taking into consideration the business model, location strategy, operating assumptions and key dependencies. The program stress tests existing JPMor an 55E -282 s h z w z 0 V 0 z a w a a r F- 4� o'. H strategies and plans by focusing on several key areas that will drive a more comprehensive and granular planning strategy to ensure businesses are well prepared for disruptions affecting operations for the short and long term. The goal of the program is to enhance the quality, drive consistency and ensure sustainability. Event Management, Escalation and Response J.P. Morgan maintains regional crisis management teams and site incident management teams to address emerging risks and respond to actual recovery issues. Within the Corporate and Investment Bank, a crisis management framework manages business units and customers through a potential or actual business interruption event. This patented process is tested on a regular basis and has been successfully used to manage through a multitude of planned and unplanned events including hurricanes, floods, snowstorms, terrorist attacks, technology interruptions and power outages. The following areas are addressed: • Notification of employees and activation of the plan • Damage assessment of facility, technology and work -in- progress • Evaluation and impact of established service level agreements • Communication with key support providers and customers • Recovery of work -in- progress • Recovery site activation • Impact on support groups and interdependent processes • Movement of work and people • Business unit and technology recovery • Restoration of the process back to the original production location J.P. Morgan is a large, geographically dispersed financial institution with the ability to manage complex events. Automated notification tools, e-mail, instant messaging, and teleconference bridge lines are used to communicate and coordinate activities across all business units and support groups. In an actual business disruption, it can be critical to determine accurately the extent of damage and the resources required to resume and maintain operations. Damage Assessment is comprised of three components, coordinated by groups knowledgeable in their established discipline: the Global Real Estate Group evaluates the facility and select supporting infrastructure; business unit management evaluates the impact of in- progress and expected workload and determines the appropriate level of response; Global Technology Infrastructure evaluates the impact on electronic equipment, including computers, network and servers. Within each line of business at each location, a senior individual is appointed to represent the business at the J.P. Morgan's Firm -wide Crisis Command Center. In the event of a business disruption, J.P. Morgan will activate the Crisis Command Center in order to determine the scope of the disruption, the effect on the business and on our clients. When activated, the Crisis Command Center is staffed 24 hours a day with senior representatives from Real Estate, Security, Technology, Infrastructure, Risk Management, Legal, Compliance, Insurance, Audit, Human Resources, Corporate Communications /Marketing, Finance and each line of business. To keep clients informed during a business disruption J.P. Morgan relies on both written and verbal communications. We provide clients with regular updates summarizing the status of the situation and the impact to clients. Depending on the nature of the disruption and the JYMorgan 55E -283 J F v z u 0 d a F.. F- number of clients impacted, the Firm may use direct telephone calls, conference calls, e- mails, faxes, recorded messages, and other means to disseminate information. When applicable, communications may include contact information for those areas operating at contingency locations. Minimizing Likelihood and Extent of A Disruption J.P. Morgan's extensive global footprint provides built -in redundancy for many core processing, operations and service delivery functions. J.P. Morgan has strategically located data centers and operation centers throughout the world. This geographic distribution helps to reduce the impact of a local disruption on our business. Each location has at least one defined and tested recovery site with connectivity to applications and a tested plan for relocating to the alternate site and resuming business. Further minimizing the likelihood of a full -scale business disruption, J.P. Morgan's data centers and data storage procedures have been designed to minimize the likelihood of a disruption in the event of a disaster and to eliminate single points of failure, as described below. • Data centers have on -site backup processing resources to address local equipment issues. • Data centers and major operations facilities are designed to receive electrical power from dual utility feeds, multiple redundant Uninterruptible Power Supply (UPS) protection, and redundant on -site generators. Buildings feature stringent physical security, using highly sophisticated systems to prevent against and detect fire, smoke, water and intrusion. These measures help to reduce the risk and minimize the consequences of these events. Each building is secured at the main entrance, requiring electronic ID cards for access. In addition, a trained and equipped security staff provides 24 -hour coverage. • In major facilities, the voice service is delivered over the data network (Voice Over IP), leveraging the diverse routing of the corporate network. Elsewhere, voice services are sourced from two separate switching stations (or exchanges) and delivered to the building so that an interruption to one of the switching stations (exchange) would not affect the entire building's workspace. J.P. Morgan maintains a proprietary telecommunications network across our global operating facilities and data centers, which is designed to maintain communications in the event of a disaster. We have redundant components for each connection (e.g., routers, switches, etc.) which allow us to immediately correct device failures. We have configured our network with multiple diversely routed paths that allow us to re- direct traffic in the event of a disruption. This enables us to utilize additional options in the event of a provider outage. Wide -scale Staff Disruption (including Pandemic Preparedness) Based on the World Health Organization's pandemic model, J.P. Morgan has prepared a process for creating layers of defense to prevent virus transmission and a work - around for the possibility of mass employee absenteeism. Our plans not only address a pandemic situation but would serve us for other wide -scale staff disruptions. Planning incorporates preparedness and expertise from all areas of the Firm. Consideration has been given to the unavailability of the workforce or closing of locations over extended periods of time. J.P. Morgan will exercise commercially reasonable efforts to ensure that the Firm will meet its obligations to you and to all of our customers. JPMorga l 55E -284 This document was prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered (including such party's subsidiaries, the "Organization ") in order to assist the Organization in evaluating certain products or services that may be provided by JPMorgan Chase Bank, N.A. ( "J.P. Morgan "). This document contains information that is confidential and proprietary to J.P. Morgan, which may only be used in order to evaluate the products and services described herein and may not be disclosed to any other person. In preparing this document, J.P. Morgan has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Organization or which was otherwise reviewed by J.P. Morgan. Neither this document nor any of its contents may be used for any other purpose without the prior written consent of J.P. Morgan. J.P. Morgan makes no representations as to the legal, regulatory, tax, or accounting implications of the matters referred to in this document. Notwithstanding anything in this document to the contrary, the statements in this document are not intended to be legally binding. Any products, services, terms, or other matters described in this document (other than in respect of confidentiality) are subject to the terms of separate legally binding documentation and are subject to change without notice. Neither J.P. Morgan nor any of its directors, officers, employees, or agents shall incur any responsibility or liability whatsoever to the Organization or any other party in respect of the contents of this document or any matters referred to in, or discussed as a result of, this document. J.P. Morgan and Chase are marketing names for certain businesses of JPMorgan Chase Bank, N.A., and its subsidiaries worldwide. JPMorgan Chase Bank is licensed under U.S. Pat. Nos. 5,910,988 and 6,032,137. The financial proposal is valid for 30 days. J.P. Morgan reserves the right to amend this proposal thereafter or upon any requested changes. Any requested changes may result in a new financial proposal. © JPMorgan Chase Bank, N.A. All Rights Reserved. Definitions "Net Charge Volume" means total U.S. dollar charges made on a J.P. Morgan Commercial Card, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Association rules. U.S. Net Charge Volume does not include Large Ticket Transaction Volume. "Large Ticket Transaction" means a Transaction that the Associations have determined qualifies as a large ticket transaction. "Large Ticket Transaction Volume" means total Large Ticket Transactions made on a J.P. Morgan Commercial Card, net of returns, cash advances, convenience check amounts, Fraudulent Transactions and any Transactions that do not qualify for interchange under applicable Association rules. "Total Charge Volume" means the sum of Net Charge Volume and Large Ticket Transaction Volume. "Credit Losses" means all amounts due to J.P. Morgan in connection with any card that has been written off as uncollectible, excluding amounts due in respect of Fraudulent Charges. "Fraudulent Charges" are charges made on a J.P. Morgan Commercial Card that did not directly or indirectly benefit Organization or the cardholder and were incurred by someone other than the Organization or the cardholder, where such person does not have actual, implied, or apparent authority to use the card. "Gross Rebate" means the rebate amount prior to reduction by Credit Losses and /or Excess Rewards Redemption Expenses (as defined in the Fees section). 55E -286 JPMorgan "Settlement Terms" means the combination of the number of calendar days in a billing cycle and the number of calendar days following the end of a billing cycle to the date the payment is due. Settlement Terms are expressed as X ft Y, where X is the number of calendar days in the billing cycle and Y is the number of calendar days following the end of a billing cycle to the date the payment is due. 55E -287 Financial Incentives — U.S. Program Annual Volume Incentive J.P. Morgan is pleased to offer a volume Gross Rebate based on annual Total Charge Volume and Settlement Terms for your U.S. One Card program. The Gross Rebate is calculated by multiplying the annual Net Charge Volume by the Rebate Rate (as determined according to the following chart) and is paid annually for the prior contract year's annual Net Charge Volume, as illustrated in the following chart: The following volume incentive is based on the annual charge volume of your spend. • Should the Organization achieve the minimum annual Total Charge Volume required to earn an annual Volume Incentive as stated above, J.P. Morgan will pay the Organization a rebate based on annual Large Ticket Transaction Volume associated with all programs. The rebate wilt be calculated as 0.50% ( "Large Ticket Rebate Rate ") multiplied by the annual Large Ticket Transaction Volume associated with all programs. • The rebate applied to Charge Volume will be determined by the specific contracted settlement terms of each individual program's Charge Volume. • Settlement options other than 30/25 are not available for individually billed programs. JPMo gall 55E -289 Terms and Conditions • The U.S. One Card program will be established on the MasterCard platform. • Should your organization qualify to earn a rebate payment during a contract year, the minimum Gross Rebate payable will be $50. If your organization does not qualify for a rebate (e.g., does not meet the Settlement Terms), your organization will not receive the minimum Gross Rebate of $50. • Credit Losses and any Rewards Redemption Expenses exceeding the redemption pool will be deducted from the Gross Rebate. In cases where Gross Rebate is insufficient to cover these deductions, your organization will be invoiced for the difference. For example, if the actual Gross Rebate is $45, and the net Credit Loss is $55, then the Gross Rebate will increase to $50, offset by the $55 Credit Loss, so making the net rebate ( -$5). • Fraud Losses will not be deducted from rebate. • To qualify for rebates at the time that the rebate is to be paid, your organization must meet certain criteria described in the Definitive Agreement, which include the following: o meet Settlement Terms, and o not be in default under the contract. • Rebates will be calculated annually in arrears for the previous contract year based on the signing date and paid within 90 days following the end of the contract year via wire transfer to an account designated by your organization. • Settlement of any centrally billed account must be made by automatic debit. Payments not received by J.P. Morgan in accordance with the Settlement Terms shall be subject to a finance charge. • In the event that the association lowers its interchange rates, J.P. Morgan reserves the right to adjust rebates accordingly. • All clients are subject to prior credit approval before a firm commitment will be issued from J.P. Morgan. J P Mo gu 55E -290 UNITED STATES The following are the fees associated with U.S. One Card program: Late payment charge Central bill: 1% of full amount past due assessed at end of the Cycle in which payment first became due and each Cycle thereafter Individual Sill: 1% of full amount past due assessed 28 days after end of the Cycle in which payment first became due and each Cycle thereafter International transaction 1.5% of the US Dollar amount charged Rush card $25 per card if processed through J.P. Morgan. If processed through the Credit Card Network, the Organization shall pay any fees charged by the Credit Card Network. Standard card $0.00 Cash advances 2.5% of amount advanced ($2.50 minimum with no maximum) Convenience check 2% of check amount ($1.50 minimum with no maximum) Executive card $75 annual fee per card Corporate card rewards $75 annual fee per card. A rewards program annual fee of $75 will be assessed to each Cardholder's travel card account. The annual fee will be divided as follows: $35 dollars will cover J.P. Morgan's administrative costs and the remaining $40 will be put into the Organization's redemption pool. J.P. Morgan may at any time change the amount of the annual fee and /or the allocation of this amount without notice. If the rewards program redemption expenses incurred each calendar year (regardless of when points are earned) exceed the amount of funds available in the redemption pool (the "excess redemption expenses "), the excess redemption expenses will be deducted from any rebate. If the rebate earned is not sufficient to cover the excess redemption expenses, J.P. Morgan will invoice the Organization for the excess redemption expenses. The Organization shall pay such invoice within 14 days of receipt. If the Organization requests services not listed in this table, the Organization agrees to pay the fees associated with such services. 7 55E -291 JTMorgairi TSYS Statement mpl (IndividualAccount/ Carp Bill) a ME J PkA.OAaAN C14AS2. BANK KA PC? SOX T65i1'.8 MAIL rl;U]TF W.1 -1404 WILMINGTON DE IWASO MEMO STATEMENT T AS A5i NOT A &M I I FOR AECONCWATtOft PPU14VOSES 04LY. 00 MCAT SFhi:€,1 FAYMENT, NAME: ACC<dUUTINCSCODE. $3003301+5040 � , Apprw meta CYCLE UMM 114A00 ri+ARk= "+460{ ,4P1yCpVatl174Y! Purchasing Activity Pbkpt Tran Batt *am tttfer*"�* wumbx Tran"ala" ttesctiptfa 04.ZS 04.24 24140611111SOOM271r,0268 SFECiALTY S GAFF E.. BAK SAN FRANCISCO CA 05 = 04-3[i 2S1ae4G1^fWI0VWZ?39GDU4 ZPeAC4A.LTY "5 CAFE & SAK SAN FRANCtSC4 CA 05-10 -1S 2514064113600002?856506 'SP4 G=AL7WS C'AF'E 8 BAK SAN FRAM ISQQ TOW purvftasinq Activity FOR "S 'TOM:'ER StRVtCE CAUL' t - 6dlt'] -3 11p- GY3'58 FOR LOSTISTOLEN CAAR:D6 CALL: I STATEMENT DATE' 1- 844A-;1.11®$1 OSA 1' 8/11 SEND 411ILUNC6 IN004 RIE'S Ta 4PMORGAAN CHASE BANK NA r COMMERCIAL CARD S LU'nONS F".C1. BOX. 2415 MAIL SWTE IL1 -6225 ELGI W IL $01.21 55E -292 A�cS Uml ^9"2 29.28 aoAs 21046 JPMORGAN CHASE BANK NA PD BOX 15318 MAIL SUITE DFI -4404 WILMINGTON DE. 48850 nim, rd JPMORGAN 9105E BANK r N A P . O. BOX r' it}C C'l.PIIl� 9'60.1.6 PALATINE, iL. 60094 -4016 PdipA1 I111N PMJIIM(1\ 40VPwb iC PieIKiCSaF. ACCOUNT NUMBER CLOSING BATE 11 -24 -11 CURRENT BALANCE $8,1`12294.64 mwws — Attention ' ^' Your account is In dispute for 5666.43. This amount has not been Included In the tinanCe Charge or minimum payment calculation. COMBINED CORPORAT' 'COUNT NUMBER COMBINED CORPORATE GROUPING NUMBER 03556 CLOSINC DATE 11 -2411 CREDIT LIMIT 24.500.000 AVAILABLE CREDIT 16,387,705 FOR CUSTOMER SERVICE CALL• 1'.- 8003`16 -6056 SEND BILLING INQUIRIES TO, JPMORGAN CHASE BANK NA COMMERCIAL CARD SOLUTIONS P.O. BOX 2816 MAIL SUITE ILI 4W25 ELGIN, IL GM21 55E -293 4 RGAN5�CfIASE DA44K 4A f 10" ox '91 M E WIL ",lulT GTOM BE 0 W 4 4,4- P4,11 Iasi "A 0 1111 �14 :M GA,4N ?�ASF SANK UA aftpX 4 1, SVREAM It 60107-4473 as "MM9 I— �fr t" THE ACENCV, Oat, Rk ACCGU�ffo,CODV: 014 STIA-mll"N'T "ESSAOFS l"m -PWu 410 I- A <:T•. l Po�dis , rJb." GUM 14 "X CVWYRY S IAQN dw~+b ,, Hl P # y FOR CUSTOW.R SERVICE CALL,- 1.08O."T"Oral VOR LOS` ISTOLEN CARDS CALL�: ST�WKwt �To. 1-822-297-07'82 t� 1-1 —14rZfl-117. SEND VILLINC, IWQWRIESTO: JPMOROAM CHASE BA14K NA COM"FICIAL CARD S*LUntM$ Pmo. Box 2*26 MAIL StATE IL14225, ELOM, IL Ste 21 r Avmrftll our m lzr2lMll 55E-294 s . JPMOR13A.N CHASE HANK NA PO BOX 45958 MAIL SUITE G,Ei -4404 WILMINGTON DE 13650 nlla4laWI�. III�I II' W111WI�p�I111gr�Illlt� 'oI1M11�,11119�11 =�aah� Rrt o T. JPMORGAN CHASE RANK NA PO SOX 4473 CAROL STREAM IL 60197 -4473 II �I�� IBeaII�Sat�rok��B111� #�zll��tl�l.y�lll�lylsa.w�.yl i. ---- a ar s+ir — --- I- -- - r,.«.».ra«.. ACCOUNT NUMBER AMOUNT DUE 5198.,01X.23 CURRENT BALANCE 519841X23 Your account is past aqua $$8,550.78_ P4ssss ran It the label amount clue. CORPORATE ACCOUNT NUMBER ACCOUNTING CODE. AGENCY NAME: CLOSING DATE 11- 15-11 CREDIT LIMIT 325.000 AVAILABLE CREDIT 126,983 FOR CUSTOMER SERVICE CALL: 1 -888- 297 - 078$ SEND BILt.1Ni8 s UIRIE$ TO. JPMOROAN CHASE BANK NA. P.O. BOX 21"S MAIL SUITE IL1622S ELM", IL 88121 55E -295 AMGUNi INVOICE NUMBER 11'.151100XXXXXXXXO124 AGENCY]ORG ID' J.P. Morgan's Response to Clarification Questions for the City of Santa An RFP No. 16 -111 Banking Services 1. In terms of Internal Audit Controls, do you have Audit and Event Log reports available on your system? If, so please provide a copy of a report sample and include in demonstration. J.P. Morgan ACCESS does provide an Audit and Event Log under the Tools menu available from any screen within the system. Our Audit and Control Logs allow you to perform searches based on individual or a group of users by a specific date range with a variety of filters including product type (Checks, Reports, Payments, etc.), detail type (Imported File, Report Type, etc.), and event /activity type (File Format, Report Name, etc.). Results can be viewed online or downloaded PDF, Excel and CSV format This process will be reviewed during the demonstration; we have also attached a screenshot in the appendix of this document for your reference. 2. Describe how your system safeguards against an individual user, including an administrator, from J.P. Morgan ACCESS automatically prevents a single user from performing all actions (create, approve and release) on a single payment, even if the user is entitled to create, approve and release. For those functions that demand an extra level of security, ACCESS provides two - factor authentication via RSA SecurID® token technology. The City can setup ACCESS with strict controls over user access to functions and accounts. This also helps to enforce compliance with internal audit requirements while enhancing security. Some of the available fraud prevention options include: • Enabling IP filtering to restrict access by limiting authorized users' ability to log on from only IP addresses you designate. • Customizing the payment approval process by creating rules that determine the number and identity of approvers for different types of transactions, including separate approval rules for repetitive templates and free form wires, as well as the order in which that review must occur. • Separating duties, accounts and approval workflows, the City can help reduce the risk of fraud or compromised data. The City's security administrators are the only individuals able to assign users with transaction initiation privileges. • Limiting each ACCESS user to a single, designated computer. • Establishing transaction and daily aggregate limits at the account and user level. • Creating templates with payment details to prevent wires from being initiated and executed without prior approval of the recipient bank account numbers and template details. We will address the process of entitling users for electronic payments during the demonstration. 55E -296 3. Describe the process on the processing of Tax payments (EDI and Federal Withholdings) via your banking system and please demonstrate. J.P. Morgan supports the ability to originate a full range of U.S. ACH transactions and related remittance data including the TXP- formatted CCD +transaction for tax payments. J.P. Morgan also offers repetitive and free -form funds transfer (wire) payments that may be used to create federal and state tax payment transactions. In addition, J.P. Morgan provides payment initiation services through ACCESS Online, our browser -based application. ACCESS Online contains ACH templates for all 50 states and federal taxes, which are periodically updated, as banking instructions. We will address the process of sending Tax payments during the demonstration. 4. Describe the check conversion process for ACH transactions. Specifically, how are the transactions reflected on the daily and monthly statement(s) along with the paid check file? Please explain The conversion of online paid checks to electronic ACH transactions is part of our eLockbox product which the City currently uses today. ACH eLockbox is an electronic payments collection product for bill payments generated by online banking and other online bill payment services. Payments may be made by consumers, corporations and government entities to the City (the Biller). Bill payments are consolidated and credited as a single deposit to the City's account, with the payment data provided in a transmission that can be integrated into the City's ERP or accounts receivable system. ACH eLockbox can accept incoming CIE, CCD, CCD +, CTX, WEB, TEL, PPD and PPD +transactions. Note that ACH debit entries may also be accepted by an eLockbox setup, resulting in an aggregate debit posting to your J.P. Morgan account. We will review online reporting and reconciliation during the demonstration as requested by the City. Describe S. establish service? Do they accept coin? Are credits received on e R cutoff same day credit? How often are deposits picked up? The City may consider using Smart Safe with Advanced Credit for depositing currency into "remote cash safes." J.P. Morgan's Smart Safe with Advanced Credit provides clients with daily credit on cash that is deposited into a leased Smart Safe from Brinks, Garda or Loomis. Additionally, advanced credit may allow the City to reduce the armored services schedule with your vendor to reduce costs. Smart Safe with Advanced Credit is designed to help improve daily cash flows, incorporate U.S, dollar validation, counterfeit detection, secured storage and detailed reporting. These and other efficiencies will allow the City to eliminate time - consuming deposit preparation of cash, freeing staff to spend more time on value- added, customer focused tasks. 55E -297 There is no minimum required for Smart Safe, however too little cash collected at one location may not make sense for Smart Safe. Typically, cash deposit volume greater than $500 per location, per day is recommended. J.P. Morgan recommends the City meets with its armored courier vendor to understand which Smart Safe solution is right for your operations. Availability of specific cassette sizes and safe models vary depending on the vendor, but our contacts have indicated that the largest cassettes available can hold up to 2200 -2250 bills and the largest models can hold two cassettes, so potentially up to 4400 -4500 bills in one safe. Your armored courier vendor will review with you the equipment options, placement, capacity and related pricing to help determine the optimal solution. J.P. Morgan charges the following for this service: SERVICE DESCRIPTION AFP SERVICE CODE UNIT PRICE Smart Safe Monthly Maintenance 100199 $30.00 Smart Safe Advance Credit 100199 $2.25 How it Works Place cash in the Smart Safe secure bill validater throughout the day. At the end of the day, the balance is validated and transmitted electronically from the Smart Safes to the City's armored vendor. • The armored vendor will electronically transmit the value of cash deposited through the bill validators for all of the City's locations. • J.P. Morgan will credit your account for the amount transmitted by the vendor, which the City can view the following morning via ACCESS Online or by BAI reporting file. Armored car pick -ups are typically scheduled once a week at a minimum to empty the SmartSafe. Note: While checks and coin may be placed in the machine's secured compartment; however, neither check nor coin deposits will be included in the advanced credit amount. 6. Please describe any additional services the City may benefit from, in order to maximize efficiency related to its banking relationship We have included in our proposal additional Value -Add services that may be of benefit to the City. The products included are: • Direct Transmission — While the City maintains direct transmission to the bank today for your daily ICL files, you may see increased efficiencies by adding additional direct file feeds from your ERP system for ACH (Payroll, Vendor Payments), Positive Pay, and daily BAI files. • Check Print — The cost of producing manual checks is rising, industry wide we are seeing an average cost of $3 per check. By outsourcing your check printing, the City may reduce the overall costs associated with your check payment process while gaining efficiencies by having a single payments file sent to the bank. Additionally, this service may be considered under the City's business continuity plan as the service would rely on 1PMorgan's tested and proven disaster recovery capabilities. For all check payments sent to J.P. Morgan through Check Print, the bank manages the Positive Pay files for those items reducing additional steps for the City. • Corporate Quick Pay - Corporate Quick Pay (CQP) is an innovative payment solution built for mobile and online interactions and designed to reduce the costs associated with processing 55E -298 paper checks for small payments, while accelerating the availability of these funds to the City's consumers. Accepted payments are processed as quickly as the next business day. CQP is designed for non- recurring payments to your constituents that could be used for refund /reimbursement payments and could be expanded for other payment types as well. Lockbox— While we have discussed Lockbox with the City in the past, we have included this service as a value -add in the event that City's business processes and needs change in the future. Currently, the City has an efficient process for managing its receivables streams and sends the daily ICL files to the bank for deposit. We are prepared to revisit the cost benefit analysis of your current process compared to outsourcing in the future should the City decide to consider alternatives. We will dedicate a little time during our meeting reviewing these value -add services at a high level and look forward to working with the City to schedule more detailed follow -up discussions as needed. 7. As requested, items to be addressed through demo: a. Money transfer services, Accounts Payable ACH, and Wire disbursements initiation process b. Reconciliation reports c. Checks overview 55E -299 Event and Audit Log Screenshots � V O tnla �Y rY � arR�rP A<snunllNrtencY Wnk �u Oppning LkVger CVRmIt 1pU4er NnpM Aedlbbq ClY e uodsoq J e PdyraO [f L CVOeetrortc lu k Actipmis AaYdMe [it mvusuvpnu umwv 4. a.. I, ?cce$$4 M5 - Map ' OvMpbW PWyh< .,L Sy`em SUb 0.+sWVerdJ Cndlb Mbib to, 3 +0ays f u 55E -300 0afe AcOn0 �d5PJ+nCr r .41R4 Pied PN CII+O saua 1611A I. CT 11 IZ CIIY OF SWA ANA. l0q,12M R1 q.VA CITY OF SWAffiU '! ^J3VF4rbof 0, A+b CRY or 5VJA:, to 3laa'60511 At4 II I OF ].m MA 1{V11(AO6WNAkt CITY CY YViTa N'. IM I'M$DJ M.Ud CATY CF BANTY5 rVW `IW31 016orN +ma G:YCF >ANYp e}XP iV1,41607 W N.1 II CY OF TWO 'AAwl 1631120+6 W Cd A. C4 1)W W41AAv1 lFlJ3lRD +ti O)B: AM1t Cr OF SkNTA1w, ' Ri GFftWAMA. lwJG,116 a, kM +wnuznm otof Aer VI aFVnF jwrnnwa Ye�9[u<M1 ::tt AVrin905ar ,.. 'Calepalp IYM EVent1ACVIM Oser Swnan lh`OR rzn': Pere: HOFm .k. ^:s NCme:Jre � Rd'd Pef9'v P5Jm =M1h ALId!9 Flfrlidnl Cfln(t"r 41uR8r'i!244f.NA R.", ROn RP 1540 W2 5! itlN(:NVAMYNCM0. RawrvS✓q jNn ftPOMI (5Nt E4Ll'h} tNNERJAI4NCHA knpA+Kp Run ReseNt lwR Ofi!a K) n4'a:C Ppto-,; RHar+iW RIItI ftP[`M ISCC IriP''TJ�i} flee: Po, P CNedmj kUn REimrl I5Cfi�1C'F -'bi ft OL,q ACve t iNtFNlC` xi Y'rtECtat'S) er Rasr Pe: z nnne 1_11Y eYt4ss COmECre Rana afra Givers .ntoPSSGnM13 CerEFe '. Rvo F'vre: rHn+e .e +NAe 9xv:e YC1P2 PaMmnn�s ni3a5's PePnmtC.amEai 55E -301 Kerwin Deese Vlce President & Relationship Manager Government Banking November 18, 2016 City of Santa Ana Evaluation Committee - Banking Services RFP #16 -111 Attn: Will Holt, Treasury & Customer Services Manager 20 Civic Center Plaza Santa Ana, CA 92701 RE: Potential Price Reductions to J.P. Morgan's Pricing Proposal Dear Mr. Holt: Pursuant to our conversation regarding J.P. Morgan's Proposal in Response to the City's Banking Services RFP #16 -111, we would like to answer questions surrounding our ECR and highlight several opportunities for the City to reduce the Combined Extended Unit Price Total of $77,277.36 found on Attachment 6B on J.P. Morgan's Cost/Bid Proposal Form. We provide details on each of these items below and have attached a proforma to illustrate these potential savings. We would also like to reiterate that we have not passed along any pricing increases to the City over the past 6 years and we provided additional pricing reductions to 13 line items in our current proposal to ensure we remain as competitive as possible. This is during a time when the financial industry has faced increased regulatory and capital costs and the firm has increased its investments in technology and innovation including cybersecurity and fraud prevention. We believe these efforts, along with the potential savings outlined below, reinforces our commitment to the City and the importance of the City's relationship to J.P. Morgan. Opportunities for Additional Price Reductions: 1) Service Fee Credit: a. As outlined in our Letter of Transmittal and in Section V. Cost of Providing Services (Fees) — A. on pg. 108 of our proposal, J.P. Morgan is pleased to offer the City a service fee credit of up to $10,000 to be applied to analysis for use over the initial (3) year contract period. This waiver is valid to offset traditional Treasury Service fees that are incurred by the City and billed to analysis (not including merchant services fees). Assuming the credit is used evenly over the initial 3yr contract period, this will reduce fees by $3333.33/yr. 2) Fed -Ready Bulk Coin /Strap Deposits: a. In reviewing the City's bulk coin deposit activity, we noticed that 99% of those deposits were processed as Partial /Mixed Bags which incurs a higher fee due to the manual, non - standard nature of handling those deposits. We tend to see a 60% standard /40% non - standard split in bulk coin and strap deposit volumes. We believe this is an opportunity for the City to further reduce its fees and we will work with the City to refine its current process (please see Figure 4 on pg. 39 of our proposal for Fed -ready denomination amounts). We have assumed the City can achieve a 60/40 standard /non- standard split in these deposit volumes in the ?ar'a lhz -grip. Irvine -y-r= T. i , Lc )1, ,`i4 1 )9 ;7.'rl 3'9, kern ln.p.deese(du pmoroan.wm j ^-s e3l)k2 a. J:1? Mor an Kerwin Deese Vice President & Relationship Manager Govemment Banking attached proforma. This should further reduce the City's pricing by approximately $6070.28/yr. 3) Optimizing Compensating Balances: a. The City has indicated its desire to reduce excess balances held at the bank. By optimizing the City's compensating balances, the City will realize additional savings via a reduced Premium Assessment Fee (PAF). The PAF line item found on Attachment 6B of the Cost/Bid Proposal Form ($27,176.50) was calculated on the average 12mo. Collected Balance of $21,195,352.50 provided by the City. By calculating the City's optimal compensating balance (see Section V. Cost of Providing Services (Fees) — B1. on pg. 109 of our proposal), the City would need to keep approximately $8,157,287.23 after accounting for the service fee credit and reduction in bulk coin /strap pricing as outlined above. This would result in a PAF reduction of approximately $16,572.03/yr. Total Potential Savings: $25,975.64/yr.* " Please see the summary below and the attached proforma. Please note that volumes and balances are estimated and actual volumes and balances may be different, which will result in different charges and resulting savings. Additionally, we found two line items (Online Account Maintenance & Electronic Book Debit S /T) that had incorrect totals on our original Cost /Bid Proposal Form submitted in our proposal. We have corrected these line items in the attached revised Cost/Bld Proposal Form, which results in an additional $2358.00 reduction in annual fees not included in this total of potential savings. Price Reduction Summary: Combined Extended Unit Price Total $ 77,277.36 Incorrect Line Item Totals $ < 2,358.00> Revised Combined Extended Unite Price TotaI3 $ 74,919.36 Premium Assessment Fee 4 $ <27,176.50> Service Fee Credit $ <3,333.33> Fed -Ready Bulk Coin /Strap Deposits $ <6,070.28> Revised Annual Banking Services Fees net of PAF $ 38,339.25 Revised Premium Assessment Fee $ 10,604.47 Revised Combined Extended Unit Price Totals $ 48,943.72 1. Attachment. 6B —J.P. Morgan's Cost/Bid Proposal Form 2 Incorrect line item totals of Online Account Maintenance & Electronic Book Debit S/T 3. Revised Total from Revised Cost/Bid Proposal Form Attachment 6A &B 4. Remove PAF based on bid sheet balances of $21,195,352.50 5. $10,000.00 Service fee credit applied to analysis evenly over 3yr contract term e' Assumes an industry standard of 60% Standard Coin Bags /Currency Straps and 40% Partial /Mixed Bags /Straps 7. Revised PAF is calculated on the City's estimated compensating balance requirement to offset service fees of $8,157,287.23. Required compensating balances and PAP will vary depending on actual service volumes and changes in balance levels. e' Please see attached proforma based off of volumes included on Attachment 6A & B of the City's Banking Services RFP. These volumes and balances are estimated and actual volumes and balances may be different, which will result in different charges. 3'irk Plaza, S,Aa 900. ir;in =_. OA 916 11 T'. T'. 747 3'3 P161 749 2641 k) , C 312 -11 9)95 kerwin.o.deesero7lomoraari JPYcr an Chase Sank III .A. 55E -303 Kerwin Deese Vice President & Rela[ionship 1M/hineger Government Banking Earnings Credit Rate: As described in Section V. Cost of Providing Services (Fees) — B. on pgs. 108 -110 of our proposal, we are pleased to offer the City an enhanced managed earnings credit rate to float with an ECR floor of 0.60 %, for a current ECR of 0.60% to offset traditional Treasury Services fees on the City's primary depository accounts. This rate is significantly above our current standard (0.25 %) and premium (0.35 %) managed rates (see Pg. 110) and reflects the value we place on the City's relationship. The ECR floor of 0.60% only applies to the City's primary depository accounts and will remain in place for the initial three -year period of the contract (January 1, 2020). The ECRs we offer are bank managed rates which are reviewed and updated periodically by J.P. Morgan after considering a range of factors, including the market rate environment and our demand for funds. As market rates increase and once our premium managed rates move above the City's floor rate, the City can then expect to see an increase in its ECR along with the premium managed rate at that time. Additionally, the FDIC has increased its surcharge on large institutions (Assets > $10B) by 4.5bps, which we have elected not to pass on to our clients. We are absorbing this increase and as such there will be no increase to our Premium Assessment Fee related to this surcharge. Should the City have any additional questions regarding this matter or the mechanics of our ECR, etc., we will be happy to schedule a call with our Liquidity Solutions partner to discuss these items further. In addition to the proforma described above, we have also included a revised Comprehensive Fee Schedule to incorporate the City's request for Smart Safe pricing which was not included in the RFP. We hope this information will provide the evaluation committee with additional clarity around our pricing proposal and highlight the potential for the City to achieve significant savings by maintaining its banking services contract with J.P. Morgan. We believe that J.P. Morgan will continue to provide the City of Santa Ana with the best overall value and we look forward to our continued relationship. Should you have any questions about pricing or other information contained herein, please do not hesitate to contact me directly. Respectfully, Kerwin P. Deese Vice President & Relationship Manager Government Banking JP Morgan Chase Bank, N.A. End: Proforma, Revised Cost/Bid Proposal Form Attachment 6A/6B, Revised Comprehensive Fee Schedule Cc: Eva Goods, Buyer 3 P3,k CAa2C14 159 �J?31'77o kenyin.p.deese(cbbmoroanxom ��5�65 -304 55E -305 RFP No. I6 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending July 2016) AFP UNIT EXTENDED AFP UNIT EXTENDED SERVIC VOLUM SERVIC PRODUCT LINE AND DESCRIPTION E E PRICE UNIT PRILE PRODUCT LINE AND DESCRIPTION E VOLUME PRICE UNIT PRICE 1n ($) ($) nnnm ($) ($) RECONCILIATION SERVICES CHECK/ DEBIT POSTED 010100 18,8781 $0.03001 5 566.34 POSITIVE PAY MAINTENANCE 150030 24 $'0,0000 $ STOP PAYMENT - ELECTRONIC 150410 125 $2x000.$ 250.00 EXCEPTION ITEM 150300 36 $2,0000 $ 7200 , CHECK CASHING NON -ACCT HOLDER 150501 105 $010000 $ CHECK EXCEPTION RETURN 150320 6 5.0000 $ 30.00 STOP PAYMENT AUTOMATIC RENEWAL 150510 249 $2:0000 5 498.00 IMAGE CAPTURE PER ITEM 161361 21,877 $0.0500 5 1,093.85 PWS EXCEPTION NOTIF -ACCT 150721 24 $0.00005 CD ROM 151353 12 $10,0000 12000 DELUXE 3RD PARTY PRINT SVCS 150810 1 s -th.wh - CD ROM MAINTENANCE 151353 12 $0 -0000 5 IMAGE STORAGE PER ITEM 151300 21,877:. $00200 $ 437.54 FULL RECONCILEMENT- MAINT 200010 24 $20.0000 5 480.00 PWS CHECK INQUIRY MAINTENANCE 151710 24 0.0000 $ FULL RECONCILEMENT - PER ITEM 200110 18,878 $0.0300: $ 566.34 DATA DOWNLOAD 200201 36 $0.0000 $ DATA ENTRY - MANUAL 200210 27 $2:0000. 5 54.00 PWS RECON REPORT/STMT MAINT 200306 24 $0.0000 $ OUTPUT FILE 200301 262 $0:0000 $ H, a,% 14c l 9aRy f I am 9:Kn wamu JIl1f ;GT.4ERf I 55E -306 lyaaiaPl l9Rl[I��J:$tli- Y9]11111��: j:] ATTACHMENT 60 RFP No. 16 -111 CITY OF SANTA ANA ESTIMATED ANNUAL BANK ANALYSIS STATISTICS (12 Month Totals Ending July 2016) ADDENDA RECORD ORIGINATED .03061 10.62 1 CLIENT MAINTENANCE 14099991 121 $40,0000 $ 480.00 DEBIT RECEIVED 250200 3,220 $0A000 5 ACCOUNT MAINTENANCE 409989 521 $15,0g00 $ 780.00 CREDIT RECEIVED 250201 5,690 $0.0000.5 TRANS REPORTED -450AY 409999 33,4901 $U,05001$ 1,674.50 RETURN ITEM 250302 40.. 540000 5 160.00 IEXTENDED TRANSACTION DETAIL 1409999 1 99,738. $0.0000 $ COMPUTE COMBINED EXTENDED UNIT PRICE TOTAL 6A EXTENDED UNIT PRICE SUBTOTAL 1 $ 19,815.11 6A EXTENDED UNIT PRICE SUBTOTAL 2 $ 15,532.68 6B EXTENDED UNIT PRICE SUBTOTAL 37— 5,924.95 6B EXTENDED UNIT PRICE SUBTOTAL 4 $ 32,646.62 COMBINED EXTENDED UNIT PRICE TOTAL $ >4,919.36 J.P. MORGAN SERVICE FEE CREDIT $ @,333431 INCLUSIVE OF CREDIT TO BE APPLIED TO ANALYSIS $ 21,586.03 55E -307 EXHIBIT F Account and Service Terms ACCOUNT TERMS I li,191991 V1.4022415 INTRODUCTION This document, as amended or supplemented by account addenda for each country in which the Accounts are held, (collectively, the "Account Terms ") contains the general terms, conditions and disclosures for the Accounts and Services selected by the Customer and constitutes an agreement between the Bank and the Customer. References to "the Bank" shall mean JPMorgan Chase Bank, N.A., and any of its affiliates. References to the "Customer" shall mean the entity to which the Bank, as an independent contractor, provides Accounts and Services, including any entity that is bound by a Subsidiary Election Agreement (not applicable in all jurisdictions), as may be amended from time to time. All accounts subject to the Account Terms are, regardless of their location, referred to as "Accounts ". The Account Terms may be supplemented or amended as set forth in Section 17.6 (Amendments; Supplement; Waivers) herein. References to "Services" shall mean services offered by the Bank and subject to the Account Terms and any applicable Service Terms. References to "Service Terms' shall mean any terms and conditions regarding specific types of Accounts or Services that are subject to the Account Terms. In addition to the Account Terms and Service Terms, the Accounts are subject to other Account - related documentation, including signature cards and application forms (the "Account Documentation'). The Customer shall not transfer any of its rights and obligations in an Account or with respect to a Service, or create any form of security interest over such rights and obligations in an Account, without the prior written consent of the Bank. Failure to obtain the Bank's prior written consent constitutes a breach of these Account Terms by the Customer and may result in immediate closure of Accounts. The Account Terms, Account Documentation and Service Terms may vary applicable law to the maximum extent permitted under any such law. Any provision of applicable law that cannot be varied shall supersede any conflicting term of the Account Terms, Account Documentation or Service Terms. 1. Authorized Persons. 1.1 Authorized Persons. The Bank is authorized to rely upon any document that identifies a person authorized to act on behalf of the Customer ( "Authorized Person ") with respect to the Accounts and Services, until the authority for such Authorized Person is withdrawn by the Customer upon written notice to the Bank, and the Bank has had a reasonable opportunity to act on such notice. The Customer will provide a specimen signature for each Authorized Person in the manner requested by the Bank. 1.2 Authorizations. Each Authorized Person is independent of the Bank, and, subject to any written limitation provided by the Customer and received and accepted by the Bank, is authorized on behalf of the Customer to: open, operate and close Accounts; overdraw Accounts as permitted by the Bank; appoint and remove Authorized Persons; execute or otherwise agree to any form of agreement relating to the Accounts or Services, including Account Documentation; execute guarantees, indemnities or other undertakings to the Bank in relation to guarantees, letters of credit or other financial transactions, or in relation to missing documents; draw, accept, endorse or discount checks, drafts, bills of exchange, notes and other financial instruments ( "Items "); receive materials related to security procedures; and give instructions ( "Instructions'), including requests and payment orders, by means other than the signing of an Item, with respect to any Account transaction. Without limitation, such Instructions may direct: (i) the payment, transfer or withdrawal of funds; (ii) the disposition of money, credits, items or property at any time held by the Bank for account of the Customer; (iii) the provision of access as described in Section 1.4 (Third Party Access) and Section 2.1 (Third Party Instructions) below; or (iv) any other transaction of the Customer with the Bank. 1.3 Facsimile Signatures. If the Customer provides the Bank with facsimile signature specimens, or if the Customer issues Items with a facsimile signature on one or more occasions, the Bank is authorized to pay Items signed by facsimile signature (including computer generated signatures) if the actual or purported facsimile signature, regardless of how or by whom affixed, resembles the specimens filed with the Bank by the Customer, or resembles a specimen facsimile signature otherwise employed for the Customer's benefit, 1.4 Third Party Access. The Customer may request that the Bank permit a third party to have access to an Account by submitting an access request in a form acceptable to the Bank (an "Access Request ", and the third party designated in such form will be referred to as a "Third Party "). Each Third Party is authorized by the Customer to issue Instructions to the Bank in relation to an Account, including to initiate payments and transfers against an Account, and to access and receive balance and transaction information (including account statements, information reporting and transaction advices) by any method of communication, including the Bank's electronic channels, facsimile transmission, in writing, by telephone and SWIFT, and the Bank is authorized to act on such Instructions and provide such access as described in this Section and Section 2.1 (Third Party Instructions) below. Subject to the Third Party's completion of documentation required by the Bank, the Bank is authorized to act upon any Instructions issued in the name of any authorized person of the Third Party who has been nominated by the Third Party in a form acceptable to the Bank, and such authorized person shall be deemed an Authorized Person with respect to the provisions of these Account Terms relating to the use of the Accounts and the giving of Instructions with respect to the Accounts. The Customer may revoke an Access Request at any time by giving the Bank written notice of such revocation. 2. Instructions; Security Procedures 2.1 Security Procedures Generally. When issuing Instructions, the Customer is required to follow the Bank's security procedures as communicated to the Customer by the Bank from time to time, including the procedures set forth herein, and shall be bound by such security procedures for use of the Service. Upon receipt of an Instruction, the Bank will use the security procedures to verify that the Instruction is effective as that of the Customer. A security procedure may require the use of algorithms or other codes, identifying words or numbers, encryption, call back procedures or similar security devices. It is understood that the purpose of the security procedure is to verify the authenticity of, and not to detect errors in, Instructions. The Customer shall safeguard the security procedure and make it available only to persons that it has authorized. Any Instruction, the authenticity of which has been verified through such security procedure, shall be effective PIN: 1298505 DOC ID: 1 55E -308 Page 1 of 39 101 all 111 as that of the Customer, whether or not authorized. An authenticated SWIFT or host -to -host (secure communications channel for data transfer) message issued to the Bank in the name of the Customer shall be deemed to have been given by an Authorized Person. Security Procedure for Verbal or Written Instructions. Unless the Customer and the Bank have agreed in writing to an alternate security procedure, the Bank may verify the authenticity of verbal or written (including those transmitted by facsimile) funds transfer Instructions by telephonic call -back to an Authorized Person. The Customer agrees that this security procedure is commercially reasonable for such Instructions. Third Party Instructions. The security procedures applicable to Instructions from any Third Party shall be those security procedures established by the Bank with the Third Party. Any Instruction that the Bank receives from the Third Party, the authenticity of which has been verified through such security procedure, shall be effective as that of the Customer, whether or not authorized, and shall be deemed an Instruction given on behalf of the Customer for all purposes of these Account Terms. The Bank is authorized to act upon any Instructions received via any of the SWIFT SIC codes specified in an Access Request whether or not such SWIFT BIC codes are associated with the Customer or the Third Party. 2.2 Confirmations. If the Customer, other than with respect to security procedures, chooses to confirm an Instruction, any confirmation must be clearly marked as a confirmation, and, if there is any discrepancy between an Instruction and a confirmation, the terms of the Instruction shall prevail. Subject to Section 2.1 (Security Procedure for Verbal or Written Instructions), the Bank may, at its option, confirm or clarify any request or Instruction using any means, even if a security procedure appears to have been followed. If the Bank is not satisfied with any confirmation or clarification, it may decline to honor the Instruction. Deposits. 3.1 Processing Incoming Items. All Items deposited or cashed are received for collection only, and are received subject to final payment. The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and deadlines to the extent permitted by applicable law or practice. The Bank chooses the method of collecting Items and may use other banks in the process. The Bank will present Items in accordance with the custom and practice of the jurisdiction in which the Items are collected. The Bank is not responsible for actions or omissions of other banks, nor for the loss or destruction of any Item in the possession of other banks or in transit. The Customer shall use reasonable efforts to assist the Bank in locating or obtaining replacements of Items lost while in the Bank's possession. 3.2 Availability of Funds; Credits Not Received. Credits and deposits to an Account will be available in accordance with the Bank's availability policy and applicable law. If the Bank credits an Account: (1) in contemplation of receiving funds for the Customer's credit and those funds are not actually received by the Bank, or (ii) in reliance on a transaction which is subsequently returned, reversed, set aside or revoked, or if the Bank does not receive funds for the Customer's credit for value on the date advised by or on behalf of the Customer, or if final settlement is not received by the Bank for any reason, then the Bank shall be entitled to debit any Account of the Customer with the amount previously credited and/or with any other charges incurred, even if doing so creates or increases an overdraft. 3.3 Collection Basis Processing. If an Item is processed by the Bank on a collection basis, the Bank may defer credit or payment for a reasonable time, in accordance with its practices, without dishonor; and the Bank shall not be obligated thereon until it has remitted final payment. 4. Payment of Items. 4.1 Processing Outgoing Items. The Bank is authorized to pay any Item drawn on the Account, in accordance with the Bank's usual procedures, including any Item that purports to be a substitute check. The Bank is authorized to debit the Account on which the Item is drawn on the day the Item is presented, certified or accepted, or at such earlier time when the Bank receives notice by electronic or other means that an Item drawn on an Account has been deposited for collection. The Bank may determine Account balances In order to decide whether to dishonor an Item for insufficient funds at any time between receiving such presentment or notice and the time of the return of the Item, and need make no more than one such determination. 4.2 No Inquiry. The Bank is authorized to pay all Items presented to it or cashed at the Bank, regardless of amount and without inquiry as to the circumstances of issue, negotiation or endorsement or as to the disposition of proceeds, even if drawn, endorsed or payable to cash, bearer or the order of the signer or any Authorized Person or to a lender In payment of the signer's or Authorized Person's obligations. 4.3 Limitations. The Customer shall immediately notify the Bank if it becomes aware that any Items (whether completed or blank) are lost or stolen. The Customer shall not allow any third party to issue Items against or otherwise use the Accounts unless specifically agreed to in writing by the Bank. The Customer shall not issue Items that are post- dated, and the Bank shall not be liable for any damages caused by premature payment or certification of a post -dated Item. Further, the Customer shall not put any condition, restriction or legend on any Item, and the Bank is not required to comply with any such condition, restriction or legend. 4.4 Electronic Processing; Specifications. The Bank may process any Item by electronic means. All Items issued by the Customer against any Account must comply with industry standards and the Bank's check specifications and image standards, published from time to time. The Bank shall not be liable for damages or losses due to any delay or failure in procuring, collecting or paying Items not conforming to such specifications or standards, except to the extent such losses or damages are the direct result of the Bank's gross negligence or willful misconduct. PN: 1298505 DOC ID: 1 Page 2 of 39 55E -309 101 111111 5. Funds Transfer Instructions. 5.1 Processing Funds Transfer Instructions. The Customer may issue funds transfer Instructions against Accounts, subject to the Bank's acceptance. Funds transfer Instructions will be received, processed and transmitted only on the Bank's funds transfer business days, and within the Bank's established cut -off hours on such days. Communications requesting cancellation or amendment of funds transfer Instructions must be clearly marked as such and received at a time and in a manner affording the Bank a reasonable opportunity to act on the communication. The Customer may reverse, amend, cancel or revoke any Instructions only with the consent of the Bank and, if applicable, the beneficiary's bank. The Bank will debit the Account for the amount of each funds transfer Instruction accepted by the Bank, and the Customer authorizes the Bank to debit the Account for, or deduct from the amount of the funds transfer, all associated fees, including debit and credit processing charges. In processing a funds transfer, other banks may deduct fees from the funds transfer. No restrictions upon the acceptance of funds transfer Instructions by the Bank or upon the Accounts that the Bank may debit shall be binding unless agreed to by the Bank in writing. The Bank shall not be required to inquire into the circumstances of any transaction. 5.2 Acting on Instructions. Notwithstanding any Instructions by the Customer to the contrary, the Bank reserves the right to use any funds transfer system and any intermediary bank in the execution of any funds transfer Instruction and may otherwise use any means of executing the funds transfer Instruction that the Bank deems reasonable in the circumstances. 5.3 Inconsistent Name and Number. The Bank and other financial institutions, including the beneficiary's bank, may rely upon the identifying number of the beneficiary, the beneficiary's bank or any intermediary bank included in a funds transfer Instruction, even if it identifies a person different from the beneficiary, the beneficiary's bank or intermediary bank identified by name. 5.4 Foreign Exchange. If the Bank accepts a funds transfer Instruction issued In the Customer's name for payment in a currency (the "Non - Account Currency ") other than the currency of the Account (the "Account Currency "), the Bank is authorized to enter into a foreign exchange transaction to sell to the Customer the amount of Non - Account Currency required to complete the funds transfer and debit the Account for the purchase price of the Non - Account Currency. If the Bank accepts a funds transfer Instruction for payment to the Account in a Non - Account Currency, the Bank is authorized to purchase the Non - Account Currency from the Customer and to credit the purchase price to the Customer's Account in lieu of the Non - Account Currency. The purchase price for the foregoing transactions shall be at a rate and spread as the Bank determines in its discretion and may differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which the Bank otherwise enters into foreign exchange transactions on the relevant date. Any such foreign exchange transaction will be between the Bank and the Customer as principals, and the Bank will not be acting as agent or fiduciary for the Customer. Foreign Exchange Cancellations, Reversals and Buybacks. Notwithstanding any prior action or course of dealing, subject to applicable law, the Bank has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by the Customer under a Service and the Bank makes no commitment to buy back currencies. The Customer acknowledges that it may not be able to sell back certain foreign currencies once purchased. 5.5 Cancellation of Foreign Exchange Drafts. Subject to applicable law, the Bank may cancel any draft issued by the Bank on behalf of the Customer in a Non - Account Currency if the draft is not presented for payment within one hundred eighty (180) calendar days after the date of issuance, and the Customer authorizes the Bank to recredit the Customer's Account with an equivalent amount of Account Currency at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. Following such cancellation, the Customer shall be responsible for all claims that may be asserted against the Bank in respect of the draft. 6. Interest; Fees; Taxes. 6.1 Interest. The Bank may pay interest on balances in interest - bearing Accounts at rates determined by the Bank, subject to any withholding or deduction for tax as required by applicable law, and is authorized to perform any other function (including blocking or suspending the Accounts) as required by applicable law or practice of any relevant tax authority or in accordance with the Bank's usual business practice. The Bank may deduct from the Accounts charges for early withdrawals, which may include a deduction from principal (if permitted or required by law). To the extent market interest rates are negative, the rate applied by the Bank to interest - bearing Accounts may be negative, in which case the Customer may be required to make a negative rate payment, which the Bank shall also be entitled to collect by debiting the Account. 6.2 Fees and Taxes. (a) The Bank may impose and the Customer will pay fees for Accounts and Services provided by the Bank, including transaction, maintenance, balance - deficiency, and service fees and other charges (collectively "Fees "). The Bank may debit any Account for Fees and /or Taxes, even if such debit creates or increases an overdraft of the Account. References to "Taxes" shall mean any taxes (including value added taxes, sales taxes and similar taxes), levies, imposts, deductions, charges, stamp, transaction and other duties and withholdings (together with any related interest, penalties, fines, and expenses) in connection with the Fees, Accounts or Services (including payments or receipts to an Account) except if such Taxes are imposed on the overall net income of the Bank. (b) All payments (including Fees and interest on overdrafts) from the Customer to the Bank shall be in full, without set -off or counterclaim, and free of any withholding or deduction (collectively, a "Deduction ") related to any tax or other claim, unless a Deduction is required by applicable law. If any Deduction is required by applicable law in respect of any payment due to the Bank, the Customer shall: (i) ensure that the Deduction is made; PN: 1298505 DOC ID: 1 55E -310 Page 3 of 39 II Iii, IIII (ii) pay the amount of the Deduction as required by applicable law; (iii) increase the payment in respect of which the Deduction is required so that the net amount received by the Bank after the Deduction shall be equal to the amount which the Bank would have been entitled to receive in the absence of any requirement to make any Deduction; and (iv) deliver to the Bank, within thirty (30) days after it has made payment to the applicable authority, a certified copy of the original receipt issued by the authority, evidencing the payment to the authority of all amounts required to be deducted. (c) All Fees are exclusive of Taxes. In addition to any Fees or other amounts due and except to the extent the Bank is otherwise compensated for such Taxes under this Section 6, the Customer will pay or reimburse the Bank for any Taxes which the Bank is required to account for to any tax authority under any applicable law and, where required by applicable law, the Customer shall account for any Taxes directly to the applicable tax authority. 6.3 Documentation and Information. The Customer will provide the Bank with such documentation and information as the Bank may require in connection with taxation, and warrants that such information is true and correct in every respect and shall immediately notify the Bank if any information requires updating or correction. Account Statements. The Bank will issue Account statements, confirmations, or advices ( "Account Statements') at the frequency and in the manner advised to the Customer from time to time. The Customer is responsible for ensuring that an Authorized Person promptly examines each Account Statement and any accompanying Items that are made available to it by the Bank, and reporting any irregularities to the Bank in writing, including any claim of unauthorized funds transfer activity. The Bank shall not be responsible for the Customer's reliance on balance, transaction or related information that is subsequently updated or corrected or for the accuracy or timeliness of information supplied by any third party to the Bank. Internet Account Statements or electronic Account Statements, if applicable, shall be deemed by the Customer and the Bank to be available to the Customer when the Account Statements are posted on the internet and the Bank sends an electronic mail notification of availability to the Customer, or when the Bank sends the electronic Account Statement to the Customer. For purposes of determining when an Item is sent to the Customer, an image of an Item or information identifying the Item (i.e. Item number, amount and date of payment) is a sufficient substitute for the actual Item. 8. Overdrafts. 8.1 Overdrafts. The Bank may debit an Account even if the debit may cause or increase an overdraft. Unless otherwise agreed in writing, any overdraft shall be immediately due and payable by the Customer to the Bank. If the Bank permits an overdraft, the Bank is authorized to charge interest on the amount of the overdraft as long as the overdraft is outstanding, at a rate determined by the Bank, up to the maximum rate permitted by law at the time of the overdraft or at the specific rate agreed in writing between the Customer and the Bank. Subject to applicable law, interest shall accrue on any negative balance in an Account notwithstanding closure of the Account and /or termination of these Account Terms. If the Bank pays an Item that causes or increases an overdraft, the Bank may deduct applicable Fees and expenses from the Account without notice. Unless otherwise agreed in writing, the Bank is under no obligation to permit any overdraft or to continue to permit overdrafts after having permitted an overdraft, notwithstanding any prior action or course of dealing. 8.2 Order of Payment. When Items and other debits to the Account are presented to the Bank for payment on the same day and there are insufficient available funds in the Account to pay all of these transactions, the Bank may choose the order in which it pays transactions, including the largest transaction first or any other order determined by the Bank, in its sole discretion. 9. Set Off. The Bank may at any time, without prejudice to any other rights which it may have, and without prior notice or demand for payment, combine, consolidate or merge all or any of the Accounts of the Customer or may retain, apply or set off any money, deposits or balances held in, or standing to the credit of, any Account in any currency towards payment of any amount owing by the Customer to the Bank or any of its affiliates. The Bank shall be entitled to accelerate the maturity of any time deposit or fixed term deposit. For the purposes of this Section the Bank may effect currency conversions at such times or rates as it may think reasonable and may effect such transfers between any Accounts as it considers necessary. The Customer grants to the Bank a lien and security interest in any Accounts of the Customer at the Bank, in order to secure any and all obligations and liabilities of the Customer to the Bank or any of its affiliates. 10. Agents; Information. 10.1 Confidential Information. The Bank agrees to take customary and reasonable measures to maintain the confidentiality of Customer confidential Information. The Customer authorizes the Bank and its affiliates to disclose Account opening documentation, information with respect to any Account or Service, any banking transaction, and the Customer itself, including Customer confidential information, in order to provide the services under the Account Terms, Account Documentation and Service Terms, for compliance with legal and regulatory requirements, and for the Bank's operational purposes, risk management and compliance with internal policies: (1) to unaffiliated third parties, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties, and to agents of the Bank, (ii) to a proposed assignee of the rights of the Bank; (iii) to branches and affiliates of the Bank; (iv) to the auditors, legal advisers and consultants of the Bank, its branches and affiliates; (v) to the auditors of the Customer; (vi) to the Bank's or its affiliates' or the PN: 1298505 DOC ID: 1 Page 4 of 39 55E -311 101 111 Customer's examiners or other regulators, including tax authorities, law enforcement agencies, courts of competent jurisdiction or other official bodies, anywhere in the world, and (vii) pursuant to subpoena or other court process, or to establish, exercise or defend the legal rights of the Bank and its affiliates. 10.2 Agents. The Bank may retain agents to perform data processing, collection and other services in connection with the Accounts and Services. 10.3 Offshoring. Subject to applicable laws, processing of Customer confidential information may be performed by any Bank affiliate, including affiliates, branches and units located in any country in which we conduct business or have a service provider. The Customer authorizes the Bank to transfer Customer Information to such affiliates, branches and units at such locations as the Bank deems appropriate. 10.4 Consents. The Customer represents and warrants that prior to submitting to the Bank information about natural persons related to the Customer (including Authorized Persons, users of the Bank's electronic access systems, officers and directors, employees, beneficial owners, customers or other personnel), the Customer shall have obtained such consents as may be required by applicable law or agreement, for the Bank to process and use the information for purposes of providing the Services. 11. Liability Limitation; Force Majeure. 11.1 Liability. The Bank, its agents, employees, officers and directors, shall not be liable for any damage, loss, expense or liability of any nature which the Customer may suffer or incur, except to the extent of direct losses or expenses resulting from the gross negligence or willful misconduct of the Bank, its agents, employees, officers or directors. The Bank, its agents, employees, officers and directors shall not, in any event, be liable for indirect, special, consequential or punitive loss or damage of any kind (including lost profits), whether or not foreseeable, even if the Bank, its agents, employees, officers or directors have been advised of the likelihood of such loss or damage, and regardless of whether the claim for loss or damage is made in negligence, gross negligence, for breach of contract or otherwise; provided, however, that the foregoing shall not apply to the extent such loss or damage is caused by fraud on the part of the Bank, its agents, employees, officers or directors. Customer shall promptly provide the Bank with a notice of any claims it receives regarding a Service. 11.2 Force Majeure. Neither the Bank nor the Customer shall be liable for any loss or damage to the other for its failure to perform or delay in the performance of its obligations resulting from an act of God, act of governmental authority, de jure or de facto, legal constraint, war, terrorism, catastrophe, fire, flood or electrical, computer, mechanical or telecommunications failure, or failure of any agent or correspondent, or unavailability of a payment system, or any cause beyond its reasonable control. 12. Indemnity The Customer agrees to indemnify and hold the Bank, and its agents, employees, officers and directors, harmless from and against any and all claims, damages, demands, judgments, liabilities, losses, costs and expenses (including attorneys' fees) (collectively, "Losses ") resulting directly or indirectly from: (i) the Bank's acceptance or execution of any request, direction or transaction in connection with any Account or any Service provided to the Customer, including Items and Instructions (a) issued by an Authorized Person, (b) issued in accordance with the agreed upon security procedures or (c) on which the Bank is otherwise permitted to rely; or (ii) the Bank's payment of any taxes, interest or penalty otherwise due from the Customer paid on the Customer's behalf, or for which the Bank has no responsibility under the Account Terms. Notwithstanding the foregoing, the Bank shall not be indemnified for any Losses to the extent resulting directly from its own gross negligence, willful misconduct or fraud. 13. Notices. All Account Statements and notices may be sent to the Customer by ordinary mail, courier, facsimile transmission, electronic transmission (including SWIFT communication and smalls), through internet sites, or by such other means as the Customer and the Bank may agree upon from time to time, at the address of the Customer provided to the Bank. Unless otherwise arranged, all notices to the Bank must be sent to the Bank officer or service representative managing the Account or to any other address notified by the Bank to the Customer in writing from time to time, and must be sent by ordinary mail, by courier, by facsimile transmission, by electronic transmission or by such other means as the Customer and the Bank agree upon from time to time. The Bank shall have a reasonable time to act on any notices received. 14. Termination. Unless otherwise agreed, either the Bank or the Customer may close an Account or terminate a Service by giving the other party not less than thirty (30) calendar days' prior written notice of intent to close or terminate. Notwithstanding the foregoing, either party may terminate an Account or a Service upon written notice to the other party in the event of: (i) a breach of the Account Terms, Account Documentation or Service Terms by the other party; (ii) the other party's inability to meet its debts as they become due, receivership, administration, liquidation, or voluntary or involuntary bankruptcy; or the institution of any proceeding therefor, any assignment for the benefit of the other party's creditors, or anything analogous to the foregoing in any applicable jurisdiction, or a determination in good faith by the terminating party that the financial or business condition of the other party has become impaired; (iii) a determination by the terminating party, in its sole opinion, that termination is necessary or required by applicable law, or as a result of a court or regulatory agency order or proceeding; or (iv) a good faith belief by the terminating party that the other party is engaged in activities that are inconsistent with the terminating party's policies. The Bank shall have a reasonable opportunity to act upon any termination request. The Bank shall not be precluded from completing a request or Instruction received by it prior to a termination request based on receipt of such termination request. Notwithstanding anything to the contrary in any Service Terms, upon the closing of an Account, all Services linked to such Account are simultaneously terminated (unless otherwise specifically agreed PN: 1296505 DOC ID: 1 55E -312 Page 5 of 39 I nl;1all i1 to by the parties) and the Bank's obligations in respect of such Account or Services will terminate. However, any such closing or termination shall not affect the Customer's liabilities to the Bank arising prior to, or on, such closing or termination, all of which shall continue in full force and effect. In the absence of Instructions from the Customer, the Bank may transfer balances to an unclaimed moneys account, or issue a cashier's check, sending it to the address of the Customer provided to the Bank. 15. Account Disclosures. 15.1 Rejection of Funds. The Bank may return or refuse to accept all or any part of a deposit or credit to an Account, at any time, and will not be liable to the Customer for doing so, even if such action causes outstanding Items to be dishonored and returned, or payment orders to be rejected. Refused deposits will be returned to the Customer. 15.2 Withdrawal. The Bank may refuse to allow withdrawals from any Account in certain cases, including cases where: (i) there is a dispute about the Account, including any dispute over which persons are authorized to represent or act for the Customer (unless a court or other competent authority has ordered the Bank to allow the withdrawal); provided that the Bank is not required to determine whether a dispute has merit in order to refuse to allow withdrawal of funds; (ii) a legal garnishment or attachment is served, including a levy, restraining notice, court order, or order of a judicial authority or enforcement agency; (iii) the Account is being used as collateral to secure a debt; (iv) documentation related to the Account has not been presented; or (v) the Customer fails to pay its indebtedness to the Bank or its affiliates on time. 15.3 Payable Branch; Deposits Outside of the U.S. Any amount standing to the credit of any Account with the Bank is payable exclusively at a branch in the country at which the Account Is held; however, payment may be suspended from time to time in order to comply with any applicable law, governmental decree or similar order, in any jurisdiction, for the time period affecting the Bank, its officers, employees, affiliates, subsidiaries, agents or correspondents. The Customer acknowledges that deposits held in a branch of the Bank located outside the United States are not payable in the United States and: (i) are not insured by the Federal Deposit Insurance Corporation or any other United States governmental agency; (ii) are subject to cross - border risks; and (iii) have a lesser preference as compared to deposits held in the United States in the event of a liquidation of the Bank. 15.4 Commissions and Rebates. In connection with the provision of any Service by the Bank to the Customer, the Bank may from time to time receive commission, rebate or similar payments from other banks or third parties. _ 16. Governing Law. 16.1 Governing Law. The Account Terms, the relevant Account Documentation and the rights and obligations of the Customer and the Bank in respect of each Account shall be governed by and construed in accordance with the laws of the country in which the branch holding the relevant Account is located. 16.2 Waiver of Jury Trial; Limitation of Claims. The Customer and the Bank hereby irrevocably waive all right to, and will not seek, trial by jury in any action, proceeding or counterclaim, of whatever type or nature, arising out of these Account Terms, the Account Documentation or the relationship established hereby. Any claim in connection with any Account or Service, unless a shorter period of time is expressly provided, must be brought against the Bank within two (2) years of the occurrence of the event giving rise to the claim, except as prohibited by applicable law. 16.3 Venue. In relation to each Account, the courts of the country or state in which the branch of the Bank at which the Account is held shall have exclusive jurisdiction to settle any disputes that arise out of or are connected with the Account Terms, the Account Documentation and /or the Account and the Customer agrees to submit to the jurisdiction of such courts. This section is for the benefit of the Bank only and does not prevent the Bank from taking proceedings in the courts of any other country or state with jurisdiction including, to the extent allowed by law, concurrently in any number of countries or states. 17. Miscellaneous. 17.1 Languages. If the Account Terms, Account Documentation or Service Terms are translated into, or appear in a language other than English, the English language version shall control. 17.2 Successors. The term Bank shall include any successors of the Bank, including assignees or successors of JPMorgan Chase Bank, N.A. or its affiliates or any person who has assumed the rights and obligations of the Bank or its affiliates hereunder or to which the same has been transferred. 17.3 Order of Precedence. Any terms of any supplement, amendment, agreement, Service Terms or notice that are Inconsistent with a provision of the Account Terms or the Account Documentation shall supersede such provision of the Account Terms or the Account Documentation for purposes of the particular Account or Service that is the subject thereof. The Account Terms and Account Documentation supersede and replace any other account conditions previously sent to the Customer. 17.4 Interpretation. Section and subsection headings are for convenience only and shall not affect the meaning of the Account Terms. If any provision of the Account Terms shall be held to be illegal, invalid, or unenforceable the validity of the remaining portions of the Account Terms shall not be affected. The term "including" shall in all cases mean "including without limitation' unless otherwise indicated. The term "affiliates" shall mean with respect to any entity, an entity, whether directly or indirectly, that controls, is controlled by, or is under common control with that PN: 1298505 DOC ID: 1 Page 6 of 39 55E -313 I RE, III entity. The term "applicable laws" or similar terms shall mean any law, statute, order, decree, rule, injunction, license, consent, approval, agreement, guideline, circular or regulation of a government authority. 17.5 Compliance; Transaction Screening. The Customer shall comply with all applicable laws and the Bank's policies notified to the Customer. The Bank Is required to act in accordance with Bank policies, the laws of various jurisdictions relating to the prevention of money laundering and the Implementation of sanctions, including economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. The Bank is not obligated to execute payment orders or effect any other transaction where a party to the transaction is a person or entity with whom the Bank is prohibited from doing business by any law applicable to the Bank, or in any case where compliance would, in the Bank's opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Bank does not execute a payment order or effect a transaction for such reasons, the Bank may take any action required by any law applicable to the Bank including freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and /or funds availability. The Bank may direct the Customer to make changes to the activity in the Customer's Accounts, including to cease and desist from using the Accounts for particular types of transactions or for transactions involving particular parties from time to time. The Customer agrees to comply with such directions. 17.6 Amendments; Supplements; Waivers. The Account Terms may be amended or supplemented on notice to the Customer, including by terms contained in any Service Terms or Account Documentation. The Service Terms may be amended or supplemented on notice to the Customer. These amendments or supplements may Impose restrictions on the Accounts and Services, as the Bank deems necessary in the course of its business, and will be effective on notice to the Customer or at such other time to be specified in the notice; provided that amendments or supplements that are required by law may be implemented immediately or as required by law. By signing an Account signature card, Account application or similar document or by using or continuing to use any of the Accounts or Services, the Customer agrees to the Account Terms, the Account Documentation, Service Terms and any amendments or supplements, as applicable. All amendments must be in writing. The Bank may waive any of provision of these Account Terms, the Account Documentation or the Service Terms, but such waiver shall apply only on that occasion. Such waiver shall not constitute a waiver of any other provision of the Account Terms, the Account Documentation or the Service Terms. Any such waiver shall not affect the Bank's right to enforce any of its rights with respect to other customers or to enforce any of its rights with respect to later transactions with Customer and is not sufficient to modify the terms and conditions of the Account Terms, the Account Documentation or the Service Terms. 17.7 Waiver of Immunity. To the extent that the Customer has or hereafter may acquire any immunity (including sovereign, crown or similar immunity) from jurisdiction of any court, suit or legal process (whether from service of notice, injunction, attachment, execution or enforcement of any judgment or otherwise), the Customer irrevocably waives and agrees not to claim such immunity as against the Bank or its affiliates. 17.8 Internet Services; Notice of Claims. The Customer agrees at its sole expense: (1) to advise each of its employees, officers, agents or other persons accessing any Service by or on behalf of Customer ( "Users') of their obligations under the Account Terms, Account Documentation or under any Service Terms or ancillary Service material, including the obligation to refrain from using the Service via the Internet in the countries identified by the Bank; and (it) to provide the Bank with all information reasonably necessary to setup and provide Services for the Customer, including advising the Bank of the countries from which Users will access any Service via the Internet. 17.9 Recordings. The Bank or the Customer, at its sole discretion, may make and retain recordings of telephone conversations between the Customer and the Bank. 17.10 Instructions. All Instructions, whether Items, payment orders or otherwise, are subject to applicable laws, and rules, policies, operations and practices of the applicable clearing or settlement systems or payment networks. 17.11 Electronic Copies. The Bank may retain copies (paper, electronic or otherwise) of any documents or Items relating to the Accounts and Services in a form preserving an image of any such documents or Items, including signatures, or a regular business record and discard the original documents or Items. The Customer hereby waives any objection to the use of such records in lieu of their paper equivalents for any purpose and in any forum, venue or jurisdiction, including objections arising from the Bank's role or acquiescence in the destruction of the originals. 17.12 Intellectual Property. All intellectual property rights in or relating to a Service, including any trademarks, service marks, logos, and trade names used in conjunction with a Service are the property of the Bank or its licensors and are protected by applicable copyright, patent, trademark and other intellectual property law. Except as provided herein, the Customer shall not reproduce, transmit, sell, display, distribute, establish any hyperlink to, provide access to, modify, or commercially exploit in whole or in part any part of a Service, without the prior written consent of the Bank. 17.13 Know Your Customer. To assist in the prevention of the funding of terrorism and money laundering activities, applicable law may require financial institutions to obtain, verify, and record information that identifies each person who opens an Account. What this means for the Customer: when the Customer opens an Account, the Bank may ask for the Customer's name, address, date of birth (for individuals), and /or other information and documents that will allow the Bank to identify the Customer. The Bank may also request and obtain certain information from third parties regarding the Customer. For purposes of this provision, the Customer, to the extent required by applicable law, shall include any signatory on an Account. If the Customer fails to provide or consent to the provision of any such information, the Bank may close any Account or discontinue providing any Service without further notice. PN: 1298505 DOC ID: 1 55E -314 Page 7 of 39 I Mil III Information. To fulfill the Bank's "know your customer" responsibilities, the Bank will request information from the Customer from time to time regarding the Customer's organization, business and, to the extent applicable, persons or entities maintaining bank accounts with the Customer. The Bank may also request further information and /or documentation in connection with the provision of the Services. Any information and /or documentation furnished by the Customer is the sole responsibility of the Customer and the Bank is entitled to rely on the information and /or documentation without making any verification whatsoever (except for the authentication under the security procedures, as applicable). The Customer represents and warrants that all such information and /or documentation is true, correct and not misleading and shall advise the Bank promptly of any changes and, except as prohibited by applicable law, the Customer agrees to provide complete responses to the Bank's requests within the timeframes specified. Unless prohibited by applicable law, the Customer agrees to promptly disclose to the Bank activity in the Customer's Accounts that is suspicious or violates applicable laws or sanctions. 17.14 Click -Thru. The Bank may deliver, make available and /or make accessible terms and conditions applicable to Accounts and Services to the Customer via electronic means and channels (including by posting such terms on a Bank website). The Bank may request that the Customer "click" its approval of such terms. Subject to applicable law, the Customer agrees that the act of "clicking" its approval (or any similar act which has the same effect) with respect to any such terms will be evidence of Customer's acceptance of the applicable terms and conditions, to the same extent, and with the same force and effect, as if Customer had manually executed a written version of such terms and conditions. 18. Interpleader. If there is a dispute regarding the ownership of or entitlement to funds held by the Bank for the account of the Customer, the Bank may apply to an appropriate court for resolution of the dispute and may pay the funds into the court pending resolution. The Customer agrees to reimburse the Bank for any related expenses, including its attorneys' fees and costs. 19. Provisional Recredlt. In connection with any dispute regarding an Account, the Bank may choose to credit the Account pending completion of the Bank's investigation of the dispute. If the Bank determines that the Customer is not entitled to such credit, then, the Bank may reverse the provisional recredit to the Account, even if that reversal results in an overdraft. PIN: 1298505 DOG ID: 1 Page 8 of 39 55E -315 I Ella; III ADDENDUM TO GLOBAL ACCOUNT TERMS I United States of America V1. 6i 19_l 6 This addendum ( "Addendum ") supplements the Bank's Account Terms and applies solely to Accounts maintained in the United States of America ( "U.S. ") and to Services provided in connection with such U.S. Accounts, regardless of the location where Services are executed or performed. Capitalized terms used in the Addendum, and not otherwise defined, have the meanings set forth in the Global Account Terms (as defined below). By using any Account maintained in the U.S., the Customer acknowledges receipt of, and agrees to be bound by the Account Terms and this Addendum, each as may be amended or supplemented from time to time. For purposes of this Addendum, references to the "Global Account Terms" means the Account Terms excluding any account addenda for each other country in which the Accounts are held. The INTRODUCTION to the Global Account Terms is hereby supplemented with the following provision: The Bank performs Account functions and Service activities in various locations, by various methods including electronic or automated means, and through various interbank and third party collection, payment and data arrangements, including those provided by the U.S. Federal Reserve Bank System, check truncation and image exchange systems, and collection /payment clearinghouses. These functions, services, arrangements and systems are subject to laws, federal regulations, banking system practices and procedures, operating circulars, interbank agreements, and clearinghouse and association rules (collectively, "Rules & Regulations' ) and the Uniform Commercial Code Official Text and Comments applicable to funds transfers and the bank deposit, collection or payment of negotiable instruments and other items (such text and comments, excluding the choice of law rules, the "UCC" ). Section 3 of the Global Account Terms (Deposits) is hereby supplemented with the following provisions: 3.4 Verification: Adjustments. The Bank may provide or make available upon request a receipt or similar document for certain deposits to the Customer's Account. However, the amount on such receipt or similar document is based solely on the deposit ticket. Credits for all deposits (whether or not accompanied by a deposit ticket), including bulk deposits, are subject to verification. Items deposited into an Account, handled for collection or exchanged for currency are received by the Bank as the Customer's collection agent, and are for collection only, subject to the Bank's collection of final payment thereon. The Bank reserves the right to make adjustments to the Account for any errors, including any errors appearing on the deposit ticket or occurring during processing or otherwise, but the Bank has no obligation to do so for de minimis discrepancies. 3.5 Foreign Currency Items. The Bank may handle Items drawn on a non -U.S. bank or Items payable in a foreign currency on a collection basis, not for deposit, even if the Bank has received the Items as part of a deposit. The Customer may not receive provisional credit for such Items, or if provisional credit has been given the Bank may revoke it. Credit for Items payable in a foreign currency will be converted into U.S. dollars at a foreign exchange rate and spread, and at such date and time, as the Bank determines in its discretion. 3.6 Endorsements. The Customer must place its endorsement on the back of an Item only in the area within 1.5 inches from the trailing edge of the Item. The trailing edge of the Item is defined as the left -hand edge of the check looking at it from the front. If the Customer is authorized in writing to endorse Items on the Bank's behalf, the Customer agrees to comply with the endorsement standards of the Bank. 3.7 Encoding. if the Customer encodes information on an Item, the Customer warrants to the Bank and to all other collecting and paying banks of that Item that it Is properly encoded and the Customer will be liable for any loss related to any encoding error, including any loss due to delay in processing caused by the encoding error. 3.8 Return or Charge Back, The Customer should not use carrier documents (Items placed inside envelopes) in either high -speed forward or return cash letters. The Customer shall be solely responsible for any delays, losses or claims resulting from its use of carrier documents in high -speed forward or return cash letters. If the payor bank, drawer or payee on any Item that was deposited to Customer's Account returns the Item to the Bank, or makes a claim based on an asserted unauthorized signature or endorsement or an asserted alteration, the Bank may accept that return or pay that claim and charge any Customer Account for all or any part of the amount of the Item, even if the claim is made after final payment of the Item. If the Customer deposits or cashes an Item drawn on or by the Bank and the Item or any endorsement is asserted to be forged, unauthorized or altered, the Bank may charge back all or any part of the amount of the Item, even if the charge back is made after the final payment of the Item, or creates an Account overdraft. 3.9 Electronic Collection. The Customer agrees that the Bank may collect any Item deposited to Customer's Account by electronic means, in which case the Bank has no duty to inspect such Item during the automated deposit and collection process. 3.10 Variance, The Bank may agree with other banks and clearing houses to vary procedures regarding the collection or return of Items, and to vary applicable deadlines, to the maximum extent permitted by applicable Rules & Regulations, state law or banking practice. 3.11 Substitute Checks. The Customer will not deposit any substitute checks (that are not returned Items) unless the Bank expressly agrees to accept such Items for deposit. In the event the Bank processes any substitute check deposits in the absence of such express agreement, the Customer agrees that such processing shall not be deemed to be the Bank's agreement to accept any substitute checks for deposit and Customer will be solely responsible for any loss or claim in connection with that deposit. PN: 1298505 DOC ID: 2 55E-316 Page 9 of 39 19111 111 3.12 Night Depository Deposits, The Bank is not liable for any deposit made through the use of the Bank's night depositories until the Bank issues a deposit ticket or other receipt acknowledging the deposit. The Bank's count of the amount deposited in a night depository will be conclusive. The Customer is solely responsible for any loss incurred from the disappearance, theft, or loss of any envelope, bag, or money before the Bank verifies the contents of the deposit. 3.13 Remotely Created Checks. If the Customer deposits a remotely created check ( "RCC "), as such term is defined in Federal Reserve Regulation CC, the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn, authorized the issuance of such RCC in the amount and to the payee stated on the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC and the Customer agrees to indemnify and hold the Bank harmless from and against any claims, liabilities, costs and expenses (including attorneys' fees) resulting directly or indirectly from any breach of the foregoing warranty. All other Account and Service Terms governing an Item will apply to an RCC. 3.14 ATM Cards. The Bank may issue one or more automated teller machine ( "ATM") cards ( "Cards') and personally identifiable numbers ( "PINs ") to Customer's employees or agents for use in initiating certain Account transactions at Bank owned ATMs. Unless otherwise agreed by Bank, Customer agrees to use and cause Its employees and agents to use the Cards only at ATMs owned by the Bank and Customer shall be responsible for each Card and liable for any transactions and related fees initiated or charged upon using such Card. The Customer agrees that the types of transactions offered through the use of any Card may be limited by the Bank, in its sole discretion. The Bank has the right to cancel any Card at any time and for any reason, and will notify Customer of such cancellation. All ATM transactions are subject to verification. Any deposit transaction through an ATM that is not made on a business day or made after the Bank's designated cut -off time will be processed on the Bank's next business day. The Customer agrees to obtain possession and return to the Bank or destroy all cancelled Cards. If the Customer believes a Card or PIN has been lost or stolen, the Customer shall immediately contact the Bank's ATM call center. 3.15 Internet Gambling, The Bank strictly prohibits the use of any Account or Card to conduct transactions (including the acceptance or receipt of credit or other receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling. The term "unlawful Internet gambling;' as used in this section, shall have its meaning set forth in 12 C.F.R. Section Part 233, Section 233.2(bb). The Customer agrees not to conduct any transactions through the Account that directly or indirectly involve or are related to unlawful Internet gambling, including the acceptance or receipt of any funds or deposits in connection therewith. Section 4 of the Global Account Terms (Payment of Items) is hereby supplemented with the following provisions: 4.5 Cashing Items. The Bank may, in its discretion, cash Items drawn on an Account when presented by the holder. If a payee who is not a deposit customer of the Bank presents an Item drawn on the Account for cash, the Bank may refuse to cash the Item, or may charge the payee a fee if the Bank does cash the Item. 4.6 Signatures. Requirements for two or more signatures on Items drawn on the Account or limits on the amount for which any an Item can be drawn are solely for the Customer's own internal control purposes and the Bank will not be liable for paying any Item (i) lacking the required number of signatures, or (ii) drawn in an amount exceeding the maximum limit assigned to the signer, provided the Bank followed its customary procedures when paying the Items. 47 Fraudulent Items, The Bank offers the Customer Services reasonably designed to detect and /or deter check fraud and reduce the likelihood that a fraudulent, unauthorized, counterfeit or altered Item will be paid. Customer agrees that If it fails to use such Services, that failure will constitute Customer negligence contributing to the making of an unauthorized signature or payment of an altered Item, and the Customer will assume the risk that Items presented for payment against its Account may be forged or altered. In that event, Customer will be precluded from asserting any claims against the Bank for paying any unauthorized, altered, counterfeit or other fraudulent Items that such Service was designed to detect or deter, and the Bank shall not be required to re- credit Customer's Account or otherwise have any liability for paying such Items to the extent the Service would likely have prevented such loss. In the event the Bank receives or is presented with Items which appear to be duplicates of each other, the Bank may return one or more of such Items. 4.8 Obscured Endorsements. The Customer assumes all responsibility and liability for any claims or losses that the Customer or the Bank may suffer as a result of the Customer's: (i) issuance of an Item in such a manner that information, marks or bands on the back of the Item obscures endorsements; or (Ii) placement of an endorsement on the back of the Item which obscures other endorsements; and which thereby causes a delay in the forward and /or return processing of the Item. The Bank retains the right to refuse to accept an Item for deposit if the back of the Item is obscured. 4.9 Negotiation Outside of U.S. If an Item issued by the Customer is transferred or negotiated outside of the U.S. and is subsequently sent to the Bank for deposit, collection or payment in the U.S., the Customer shall be deemed to make, to the Bank, the transfer and presentment warranties under the UCC, as if such Item were negotiated or otherwise transferred in the U.S. 4.10 Stop Payments. A stop payment Instruction from the Customer will be effective on an Item if: (1) the Bank receives the stop payment Instruction with a reasonable opportunity to act on such Instruction, which shall be at least one (1) full Business Day following the Business Day of the Bank's confirmed receipt of the Instructions at the applicable Bank location; (ii) the Instruction is in the form required by the Bank and the information is complete; and (iii) the Item is not yet paid or cashed. For purposes of this Section, "Business Day" means a day on which the Bank is generally open for business in the jurisdiction where the Account is maintained. Stop payment Instructions on Items, unless otherwise provided, will be valid for one (1) year and will automatically renew up to six (6) additional years unless the Bank confirms receipt of the Customer's revocation of a stop payment Instruction, The Customer may request, through the Bank's call center or other authorized PN: 1298505 DOC ID: 2 55E -317 Page 10 of 39 1911101 ll representative, a non - renewable stop payment, which will be effective for a 180 -day period. The Bank shall not be liable for any Item properly paid or cashed prior to the effective time of a stop payment request. The Bank may properly return any item which is the subject of a stop payment request. However, the Customer acknowledges that a stop payment instruction does not limit or vary Its obligation to pay the subject Item and, notwithstanding a stop payment instruction, the Bank may properly pay such an item to a person entitled to enforce it. 4.11 Standard of Care. Any Item issued by the Customer drawn on its Account shall be deemed to be endorsed in the name of the payee if: the Item is endorsed or deposited into an account in a name that is substantially similar to that of the payee; the payee is a fictitious person; the Customer was wrongfully or erroneously induced to issue the Item payable to the stated payee; the deposit of the item was accomplished by an employee entrusted with responsibility for the Item or person working in concert with such an employee; or the Customer or payee failed to act with ordinary care with respect to the Item. The Bank shall not be liable for any loss arising from any such endorsed or deposited Item, or for the loss caused by the alteration or unauthorized signature on any Item issued by the Customer, unless the Customer establishes that the Bank failed to handle the Item with ordinary care, and that such failure substantially contributed to the loss. If the Bank's failure to act with ordinary care substantially contributed to the loss on the item, the loss shall be allocated between the Customer and the Bank based upon their respective failure to exercise ordinary care which contributed to the loss. For purposes of this section, "employee' shall include Customer and its independent contractors and third parties, and their respective employees, delivery agents, officers, directors, attorneys, fiduciaries, administrators, service providers, and other agents. 4.12 Electronic Processing. The Bank may process any Item for payment from a Customer Account by electronic means, in which case, the Bank's exercise of ordinary care in payment of that item does not obligate the Bank to inspect the Item during the automated payment process. Section 5 of the Global Account Terms (Funds Transfer Instructions) is hereby supplemented with the following provision: 5.6 Funds Transfer by Check. If the Customer, through the Bank's funds transfer services, requests that payment be made by check, the Customer authorizes the Bank to debit the Customer's Account on receipt of the Instruction and to create and issue a check to the name and address provided in the Instruction, signed by the Bank as agent for the Customer as drawer. If the Customer requests the Bank to place a stop payment on the check before the check has been presented for payment, such request must be clearly identified as a stop payment request, including the reference number given for the transaction, and it must be received by the Bank at a time and in a manner designated by the Bank from time to time. If the check is not negotiated within one hundred eighty (180) days after issuance, the Bank may place a stop payment on the check and transfer the funds back to the Account. 5.7 ACH. Automated Clearing House ("ACH ") entries will be subject to the rules of the National Automated Clearing House Association and any other applicable Rules & Regulations, to which the Customer agrees to be bound. Credit given by the Bank to the Customer for an ACH credit entry shall be provisional, until the Bank receives final payment. If the Bank does not receive final payment, the Bank may revoke the provisional credit and charge back the amount of the entry to the Account, or obtain a refund from the Customer, in which case the originator of the credit entry shall not be deemed to have paid the Customer the amount of such entry. The Bank shall not be obligated to notify the Customer of the receipt of a payment order or ACH entry for credit or debit to an Account. 5.8 Same Day Amend and Cancel. The Customer may subscribe to a service to enable same day amendment and cancellation of payment orders. All cancellation or amendment messages sent to the Bank shall be in the format specified by the Bank and must be received by the Bank no later than such time as may be established by the Bank upon notice to the Customer. 5.9 Priority /Timed. The Bank will determine the order in which it processes payment orders. If the Customer's payment order bears the codeword "PRIORITY" in such field as the Bank specifies, the Bank will use reasonable efforts to move such payment order in advance of the Customer's standard payment orders. If the Customer's payment order bears the codeword "TIMED" in such field as the Bank specifies, the Bank will endeavor, but will have no obligation, to process the payment order by the time requested by the Customer within the payment order. For "TIMED" payment orders, funds in the Customer's Account are reserved by the Bank on the payment value date until processed. For the avoidance of doubt, all payment orders are subject to the Bank's acceptance, and the Bank will have no liability for failure to process payments by the time requested by the Customer. Section 7 of the Global Account Terms (Account Statements) is hereby supplemented with the following provisions: 7.2 Images Sufficient. The Customer acknowledges that Account Statements and images of paid Items are available to it and are sufficient to allow it to make all inspections and reports of Account activity including errors, as required in this Section. The Bank is not required to return paid or cancelled Items with the Account Statement. 7.3 Obligation to Inspect. The Customer shall inspect each Account Statement and all payments and charges reported thereon, promptly upon receipt. The Customer must notify the Bank in writing of any unauthorized, improper, or missing endorsements within six (6) months after the date of the Account Statement on which that item was reported to have been paid. The Customer must notify the Bank in writing, within a reasonable period of time not to exceed 60 calendar days of the date of an Account Statement, of (1) the failure to receive the Account Statement, or (ii) of any errors, unauthorized payments, charges, alterations, discrepancies or irregularities reported on the Account Statement ( "Errors "). The Customer must provide the Bank with all information necessary for the Bank to investigate any claim based upon an endorsement or Error, and must provide all supporting evidence that the Bank requests. Failure to comply within the time frames set forth above shall be deemed conclusive proof that the Customer failed to exercise reasonable care and promptness in examining Account Statements and paid Items or identifying Errors and that such failure may cause subsequent loss to the Bank. If the Customer fails to comply with the notice requirements set forth above, the Bank is not required to reimburse the Customer for the Customer's claimed loss and the PN: 1298505 DOC ID:2 55E -318 Pagel 1 of 39 l Customer shall be barred from bringing any action against the Bank. 7.4 Inactive Accounts. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least six (6) months, the Bank is not required to provide an Account statement until the Account has additional activity. If an Account has no activity other than charges assessed or interest credited by the Bank for a period of at least twelve (12) months, the Customer may be unable to access the Account until appropriate contact is made between the Customer and the Bank. 7.5 Advice Services. The Customer may subscribe to Bank services for the delivery of account - related activity and information ( "Advices "), to a party designated by the Customer, including information relating to credits and debits to a Customer account, and the return or rejection of certain payments. Advices may be sent via SWIFT, electronic mail, facsimile transmission, ordinary mail, phone, through internet sites, or as otherwise agreed upon by the parties. The Customer is responsible for maintaining the accuracy of the information that is required to deliver such Advices, including the address, telephone and /or facsimile number of the recipient and, if applicable, the messaging components and conditions that will trigger the transmission of the Advices. Section 15 of the Global Account Terms (Account Disclosures) is hereby supplemented with the following provisions: 15.5 Withdrawal Limitations on Certain Account Tvoes. U.S. federal regulations limit the number of pre- authorized or automatic transfers or withdrawals or telephonic /electronic instructions (including check, draft, debit card or similar order payable to third parties) that can be made from a savings account (including a savings sub - account (as described below) and a money market deposit account) to a total of six (6) per calendar month or statement cycle or similar period. The Customer agrees to comply at all times with such restrictions. Exceeding these withdrawal limits may result in the Bank converting the savings account into a non - interest bearing demand deposit account, with any attendant changes in pricing and account terms and conditions. Further, the Bank is required by U.S. law to reserve the right to require at least seven (7) days notice prior to a withdrawal from a savings account (including a savings sub - account) or an interest - bearing negotiable order of withdrawal account ( "NOW Account "). 15.6 NOW Accounts, The Customer, if eligible, may open a NOW Account. There is no limit on the number of withdrawals that the Customer may make from the demand deposit or NOW sub - account. 15.7 Administrative Subaccounts. The Bank is authorized, for regulatory reporting and internal accounting purposes, to divide an Account: (1) in the case of a demand deposit checking Account, into a non - interest bearing demand deposit sub - account and a non - interest bearing savings sub - account; (ii) in the case of a NOW Account, into an interest bearing NOW sub - account and an interest bearing savings sub - account, and, in both cases, to transfer funds on a daily basis between these sub - accounts in accordance with U.S. law at no cost to the Customer. The Bank will record the sub - accounts and any transfers between them on the Bank's books and records only. The sub - accounts and any transfers between them will not affect the Account number, balance requirement or use of the Account, except as described herein. 15.8 Savings Subaccounts. The Bank will establish a target balance for the Customer's demand deposit or NOW sub - account, which it may change at any time. To the extent funds in the demand deposit or NOW sub - account exceed the target balance, the excess will be transferred to the Customer's savings sub - account, unless the maximum number of transfers from the savings sub - account for that calendar month or statement cycle have already occurred. If withdrawals from the demand deposit or NOW sub - account exceeds the available balance in the demand deposit or NOW sub - account, funds from the Customer's savings sub - account will be transferred to the demand deposit or NOW sub - account up to the entire balance of available funds in the savings sub - account to cover the shortfall and to replenish any target balance that the Bank has established for the demand deposit or NOW sub - account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the Customer's savings sub - account, and such funds will remain in the demand deposit or NOW sub - account for the remainder of the calendar month or statement cycle. 15.9 Branch Designation. The Bank, for its administrative purposes may designate a branch of the Bank as the branch of record of an Account which may be different from the branch at which the Account is opened. This designation requires no action on the part of the Customer and will not change the Bank's operations, Services or customer support. 15.10 No Fiduciary Relationship. Bank's relationship with Customer concerning the Accounts is that of a debtor and creditor. No fiduciary, quasi - fiduciary or other special relationship exists between Bank and Customer or any third parties regarding the Accounts. Section 16 of the Global Account Terms (Governing Law) is hereby supplemented with the following provisions: 16.1 Section 16.1 is replaced with the following provision: Subject to the UCC as modified by the Rules & Regulations, which shall control, and unless otherwise specifically provided in any Service Terms, the Global Account Terms, the Account Documentation, Service Terms and the rights and obligations of the Customer and the Bank in respect of each Account maintained in the U.S. shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws rules), incorporating general commercial bank practices applicable to the type of Account and Services provided to the Customer. The rights and remedies of the Bank under this Addendum, the Account Terms, the Account Documentation, the Service Terms, and any other agreement by the Customer in favor of the Bank are in addition to the rights and remedies of the Bank under applicable law (as provided above in this Section), are cumulative and may be exercised successively or concurrently, and are retained by the Bank. 16.4 In the event the Bank is required to remit funds to any state as abandoned property, the Account may be charged for fees in remitting funds to that state. In addition, the Bank may charge fees in connection with its handling of dormant funds and accounts. These charges are not PN: 1298505 DOC ID: 2 55E-319 Page 12 of 39 I Ell Rol ll refundable. Section 17 of the Global Account Terms (Miscellaneous) is hereby supplemented with the following provision: 17.15 Payable Throuah Accounts. If the Customer is a bank or financial institution and is not organized under the laws of the U.S., it shall not permit its customers to conduct banking transactions in the U.S. through the Customer's Account, and shall not provide its customers with check stock, drafts, wire transfer capabilities or any other means by which its customers are able to draw on the Customer's Account, These types of arrangements are typically called "payable through accounts" and are prohibited under these Account Terms, The Customer acknowledges that the sale of U.S. dollar checks or drafts to third parties is explicitly prohibited without the express written approval of the Bank. AVAILABILITY POLICY - FOR ACCOUNTS MAINTAINED IN THE U.S. The Bank's policy is to make funds available to the Customer on the same, next or second business day after the day of deposit depending on the type of deposit and when the deposit is made as described below. If the Customer will need the funds from a deposit immediately, the Customer should ask the Bank when the funds will be available. A. Determining the Day of a Deposit. If a deposit is made to an account on a business day before the Bank's cutoff time established for that location (which will be no earlier than 2 p.m. local time), then the Bank will consider that day to be the day of deposit. However, if a deposit is made after the cutoff time or on a day that is not a business day, then the Bank will consider the deposit to have been made no later than the next business day. For determining the availability of deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. Availability with respect to any deposit will be determined by the location of the banking center or other facility where the deposit was received. For deposits made at the Bank's automated teller machines (ATMs) the cutoff time is 11 p.m. Eastern Time unless otherwise noted on the ATM screen. B. Same Day Availability. Funds from the following deposits made at a banking center or at an ATM that do not require deposit envelopes will be available on the business day the Bank determines the deposit is made: • Cash; • Wire transfers; and • Electronic direct deposits to an account. C. Next Day Availability. Funds from the following deposits are available on the first business day after the business day the Bank determines the deposit is made: • U.S. Treasury checks that are payable to the Customer; • Checks drawn on a Bank affiliate that holds the applicable account (excluding a Controlled Disbursement site); and • At least, the first $200 from a day's total deposits. If the deposit is made in person to a Bank employee, funds from the following deposits are also available on the first business day after the business day the Bank determines the deposit is made: • State and local government checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center is used; • Cashier's, certified, and teller's checks that are payable to the Customer, if a special deposit slip, available upon request at any Bank banking center, is used; and • Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders, if these items are payable to the Customer. If a special deposit slip is not used, availability of funds from these deposits will follow the schedule identified in the Availability of Other Check Deposits section below. D. Availability of Other Check Deposits. Generally, funds from all other deposits of checks drawn on banks (as defined in Federal Reserve Regulation CC) will be available no later than the second business day after the day of deposit. Checks that require special handling may receive delayed availability. The amount of funds available to the Customer will be reduced by the amount of any deposited check that is returned unpaid. If the Bank reprocesses the check, the funds will become available no later than the second business day after the business day in which the check is reprocessed. E. Longer Delays May Apply. In some cases the Bank may not make all of the funds that are deposited by check available. Depending on the type of check deposited, funds may not be available as set forth above. However, the first $200 of the aggregate deposit will be available on the first business day after the day of deposit. If the Bank is not going to make all of the funds from a deposit available at the times shown above, it will notify the Customer and specify when the funds will be available. If a deposit is not made directly to a Bank employee, or if the Bank decides to take this action after the Customer has left the premises, the Bank will mail or otherwise send the notice to the Customer by the business day after the day of deposit. Funds deposited by check may be delayed for a longer period under the following circumstances: • The Bank believes a deposited check will not be paid; PN: 1298505 DOC ID: 2 55E-320 Page 13 of 39 I Rill t PillIII • Deposited checks for all of the Customer's accounts total more than $5,000 in any one day; • The Customer redeposited a check that has been returned unpaid; • The Customer has overdrawn one or more of its accounts repeatedly in the last six months; or • There is an emergency, such as failure of communications or computer equipment. In such circumstances, funds will generally be available no later than the seventh business day after the day of deposit. Inclement weather or transportation problems may lead to additional delays under certain availability schedules. Customer may have specific availability schedules related to a banking service. F. Special Rules for New Accounts. If the account is a new account, the following special rules may apply during the first thirty days the account is open: • Funds from deposits of the first $5,000 of that day's total deposits of cashier's, certified, teller's, traveler's and federal, state and local government checks will be available on the first business day after the day of deposit if the deposit meets certain conditions. For example, the checks must be payable to the Customer. The excess over $5,000 will be available no later than the ninth business day after the day of deposit. If the deposit of checks (other than U.S. Treasury checks) is not made in person to one of the Bank's employees, the first $5,000 may not be made available until the second business day after the day of deposit; and • Funds from all other check deposits will be made available no later than the fifteen business day after the day of deposit. This Availability Policy and availability schedules may be changed without notice. © 2015 JPMorgan Chase & Co. All rights reserved. JPMorgan Chase Bank, N.A. Member FDIC. PN: 1298505 DOC ID: 2 55E-321 Page 14 of 39 II lill,w'Vill V4.4 10 13 16 P i r J.P. Morgan Chase provides an array of treasury services to meet your business needs. This booklet contains important information about J.P. Morgan Chase solutions that we provide. If you would like to add a service that is covered in this booklet, please contact your Commercial Banking Representative TREASURY SERVICES (United States) Commercial Bank PN: 1298505 DOC ID: 3 55E -322 Page 15 of 39 I pill, Wil Welcome to JPMorgan Chase Bank, National Association ( "J.P. Morgan ", "Chase', or "Bank "). We are pleased that you have decided to maintain a banking relationship with us. This Consolidated Service Terms booklet ( "Booklet ") contains the terms and conditions for certain cash management services ( "Service Terms ") J.P. Morgan may provide to you. By executing the Account Terms Acceptance Letter, Certificate Regarding Accounts, Business Signature Card, service implementation form or similar document, or by using or continuing to use any of the services referenced herein after receipt of this Booklet, you agree that the Service Terms included in this Booklet, in addition to the Account Terms and such supplements, amendments, notices and additional service terms provided to you from time to time will govern your existing and future deposit accounts maintained with us, in addition to those services that the Bank provides to you, as applicable. This booklet includes Treasury Services Service Terms applicable to all Commercial Banking customers. All Service Terms are subject to the Bank's Account Terms. Any modifications to this Booklet, including but not limited to any changes, amendments, deletions, and /or additions, will not be binding upon the Bank unless such modifications are acknowledged and agreed to it writing by an officer of JPMorgan Chase. We look forward to serving your business needs and thank you again for choosing Chase. SERVICES FOR COMMERCIAL BANKING CUSTOMERS A. ACH Origination B. ACH Debit Block and Transaction Review C. Lockbox D. Coin & Currency E. Positive Pay, Reverse Positive Pay & Payee Verification F. Controlled Disbursement G. Image Cash Letter H. Image Deposit Direct I. Check Print J. ACH Tax Payment Service Terms K. Client Access PN: 1298505 DOC ID: 3 Page 16 of 39 55E -323 I Pill, Wil The services described herein (each a "Service ") are subject to the Bank's Account Terms (as may be amended from time to time), which are hereby incorporated by reference into each Service Terms. By using any of the Services described hereunder, the Customer acknowledges that it has received and agreed to the Account Terms, as supplemented by these Service Terms. Capitalized terms in the Service Terms, unless otherwise defined herein, shall have the meanings set forth in the Account Terms Service Terms - Consolidated Service Terms Booklet A. ACH Origination The Automated Clearing House (ACH) is a batch processing payment system that U.S. banks use to exchange and settle credit and debit transactions on behalf of their clients or themselves. The origination of ACH Entries and the transmission and issuance of related transactions and information will be pursuant to these terms and the Operating Rules and Guidelines (collectively the "Rules ") of the National Automated Clearing House Association. Capitalized terms used in this subpart, unless otherwise defined in this subpart shall have the same meanings as set forth in the Rules. The Customer and the Bank agree to comply with and be bound by the Rules as in effect from time to time, including without limitation, the provision making payment of a Credit Entry by an RDFI to the Receiver provisional until receipt by the RDFI of final settlement for such Credit Entry and the Customer acknowledges that it has received notice of such rule and of the fact that if such settlement is not received, the RDFI will be entitled to a refund from the Receiver of the amount credited and the Customer will not be deemed to have paid the Receiver the amount of such Credit Entry. 1. Service. Bank provides automated clearing house ( "ACH ") origination services that will enable Customer to do one or more of the following: • originate ACH Debit Entries; • originate ACH Credit Entries; and • instruct the Bank to issue or transmit prenotifications, reversals, requests for return, notifications of change or other information pertaining to the Entries. Origination of ACH Credit Entries and origination of ACH Debit Entries are two separate services and approval or set up for one ACH service does not automatically create the ability to utilize the other. The Rules and these Service Terms shall apply to all Entries, whether or not transmitted through an ACH Operator. It is Customer's responsibility to provide Entries and instructions to Bank with all the necessary information to complete Customer's requested transactions. Customer agrees to transmit Entries to Bank in the manner, at the times and in accordance with approved media, content and format as agreed by Bank and Customer. Bank may reject or delay processing transactions or information if instructions are not complete or are inaccurate, contain an inactive Company ID or otherwise do not meet the criteria Bank specifies for acceptance. All requests to Bank must be received by Bank before Bank's established cut -off time in order for processing to commence on that ACH processing day. Any request that is incomplete or that Bank finishes receiving after the relevant cut -off time will be processed by Bank on the next day Bank processes ACH transactions. All transactions are subject to acceptance by Bank. Bank will notify Customer of any transactions or other transmissions that are rejected or returned. If Customer wants Bank to re- process those transactions or transmissions, Customer must correct them and re- submit them. Customer agrees to furnish Bank with copies of any authorizations or notifications, if requested, as well as any other information reasonably requested by Bank relating to Entries originated by the Customer. Customer shall provide Bank's auditors and other personnel with reasonable access at all reasonable times to the Customer's facilities, data and records relating to the initiation of Entries for the purpose of auditing Customer's compliance with these Service Terms and the Rules. 2. Security and Data Protection Procedures. All instructions received by Bank in Customer's name are subject to verification pursuant to mutually agreed security procedures. If Bank follows those procedures, Bank may process and transmit transactions or information in Customer's name. Unless Customer and Bank both otherwise agree, transmissions to Bank will be authenticated and /or encrypted using commercially reasonable security technologies meeting standards acceptable to Bank. If Customer uses a security procedure other than as described above, Customer acknowledges that Customer refused Bank's security procedure and chose another and Customer agrees to be bound by any transaction, whether or not authorized, issued in Customer's name and accepted by Bank in compliance with the security procedure Customer chose. If Customer elects not to utilize recommended message authentication and /or encryption technology, Customer assumes all responsibility for unauthorized disclosure or unauthorized access to Customer's data that occurs during transmission or while such data is in storage. Customer shall not disclose any Receiver's account number or routing number to any third party for such third party's use, directly or indirectly, in initiating a separate Debit. 3. Settlement and Exposure Limits. On the settlement date, Bank will credit Customer's account with Bank that Customer specifies for the total of: • Customer's Debit Entries that Bank processed for settlement that day; • RCCs issued for deposit to Customer's account on that day; and PIN: 1298505 DOC ID: 3 Page 17 of 39 55E -324 • any returned or reversed Credit Entries Bank may delay the availability of funds deposited into Customer's account by Debit Entry or RCC until those transactions cannot be reversed in accordance with the Rules or applicable law. Bank will debit Customer's account with Bank that Customer specifies for the total of Credit Entries processed in Customer's name and for any returned Debit Entries and RCCs. Bank may require Customer to pay Bank the amount of any Credit Entries on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. Bank may from time to time establish or revise maximum dollar limits for the total value of all outstanding files of Credit Entries and /or Debit Entries and RCCs that Bank will release on Customer's behalf. Bank may change or cancel the limits at any time without prior notice to Customer; although Bank will try to notify Customer before Bank does that. 4. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the Rules. In the case of an Entry to another account with Bank, warranties will be deemed to be given as of the time Bank first processes the Entry. Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the Rules or the conformity of Entries and other data Bank transmits to the file specifications contained in the Rules. The Customer further represents, warrants and covenants that (a) each Entry and RCC it originates will comply with all applicable U.S. laws and regulations and acknowledges that Entries may not be initiated that violate the laws of the United States, (b) unless Customer has identified itself to Bank as a Third Party Sender (as defined in Section 7) and obtained Bank's express consent to originate Entries as a Third Party Sender, Customer will not originate any Entries, or use any of Its Company IDs to originate Entries, on behalf of third parties (including, without limitation, any affiliate of Customer), and (c) Customer will not permit a third party to originate Entries using a Customer account as the offset account unless Customer obtains Bank's express consent to do so. Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorneys' fees and costs) resulting directly or indirectly from (a) Customer's breach of any warranty made under these Service Terms and (b) compliance by Bank and the RDFI with any request Customer makes for a cancellation, stop payment, reversal or recall of any Entry or any RCC created by Bank under Section 1 hereof. Bank shall have no responsibility for any delay by any ACH Operator or RDFI in processing any Entry the Bank transmits to the ACH Operator or failure to process or credit or debit any such Entry. 5. Stop Payments; Reversals and Recalls; Rejections. Customer's instruction to cancel, stop payment of, reverse or recall one or more Entries must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the RDFI. Instructions to reverse or recall an ACH Credit Entry that are not initiated by Customer in time to meet the prescribed NACHA deadline for reversals may be originated by Bank as a Debit Entry; Customer shall obtain authorization from the Receiver in accordance with the Rules for any such Debit Entry and all other terms of these Service Terms applicable to Debit Entries shall apply. Entries or other instructions may not be amended or modified. If Customer originates Debit Entries to an account or accounts at a financial institution that is not a Participating Depository Financial Institution in the ACH system (such account hereafter called a "Non -ACH Eligible Account "), all such Debit Entries will be rejected unless Customer subscribes to a service, subject to Bank's prior consent, pursuant to which Bank will process each such Debit Entry to a Non -ACH Eligible Account by preparing a remotely created check, as such term is defined in Federal Reserve Regulation CC (an "RCC "), on the Customer's behalf. The RCC will be drawn in the amount and on the Non - Eligible ACH Account of the individual or entity specified as the receiver in the Customer's instructions and will be deposited to the Customer's designated account with Bank, Such RCC will thereafter be processed through the check clearing system. If the Customer is using such service, the Customer hereby authorizes the Bank to create each RCC as described herein and the Customer warrants to the Bank, with respect to each RCC, that the person on whose account the RCC is drawn authorized the issuance of such RCC in the amount and to the payee stated in the RCC. The Customer authorizes the Bank to debit the Customer's account for any claim or return based upon an unauthorized RCC. All other terms herein related to Entries shall also apply to RCCs created under this Section. The Bank shall not create or process RCCs or other paper drafts in lieu of ACH Debits under any circumstances other than for Non - ACH Eligible Accounts and only when the Bank has consented to provide such service, even if the Customer includes an instruction in its file for the Bank to otherwise originate an RCC or paper draft. 6. Third Party Service Providers. Customer may choose to use a third party service provider or service bureau to issue Entries or other instructions, handle returned Entries or perform other functions for and on Customer's behalf. If Bank accepts such Entries or other instructions, Customer will be bound by them. Customer is responsible for all actions taken or not taken by Customer's provider and Customer is responsible for all costs and expenses of Customer's provider. 7. Third Party Sender. If Customer is a Third Party Sender, as such term is hereafter defined, (a) Customer warrants that the Originator has agreed to be bound by the Rules and has satisfied the obligations of an Originator under the Rules; (b) in any case where the Originator fails to perform its obligations under the Rules as an Originator, Customer shall indemnify, defend and hold Bank harmless from and against any and all claims, demands, losses, liabilities and expenses, including attorneys' fees and costs, that result directly or indirectly from the failure of the Originator to perform its obligations as an Originator under the Rules; (c) Customer agrees to cooperate with Bank regarding any request for information concerning the identity of any Originator; and (d) Customer represents, warrants and covenants that neither these Service Terms nor anything related to the ACH Origination Services violates, contravenes or is inconsistent with any of the terms, conditions or provisions of any PN: 1298505 DOG ID: 3 Page 18 of 39 55E -325 I pill, 0111 agreement, understanding or arrangement between Customer and the Originator. Further, Bank will rely on Customer to evaluate the legitimacy of the Originators and their transactions originated by Customer and for ensuring that instructions do not involve illegal activities. Customer must notify Bank immediately if Customer suspects or become aware of any activity or transaction of an Originator that Customer believes may be of an illegal or illegitimate nature or that involves the proceeds of illegal activity or that was conducted, in part or whole, for the purpose of disguising the source of funds. Bank will be entitled at any time upon notice to Customer to decline to provide the ACH Origination Services, or terminate the provision of ACH Origination Services, for any Originator on whose behalf are originating Entries if Bank determines that there are excessive returns or reversals of Entries originated on behalf of such Originator or if Bank becomes aware of any information indicating suspicious, fraudulent or illegal activity related to such Originator or for any other reason. As used herein, "Third Party Sender" means an entity that is not an Originator, that has authorized an ODFI or another Third Party Sender to transmit, for the account of the Third Party Sender or another Third Party Sender, (1) a credit entry to the account of a Receiver in order to effect a payment from the Originator (i.e., the third party on whose behalf the Third Party Sender is transmitting the entry) to the Receiver, or (ii) a debit entry to the account of a Receiver in order to effect a payment from the Receiver to the Originator (Le., the third party on whose behalf the Third Party Sender is transmitting the entry). Without limitation of the foregoing, Third Party Senders include U.S. regulated financial institutions, brokers and other financial intermediaries as well as any other regulated or unregulated payment processors that are customers of the Bank and use their accounts to process payments for third parties (including affiliates of the Customer). 8. IAT Entries. If Customer is originating Entries that are required to be formatted under the Rules as AT Entries, Customer will comply with all applicable Rules relating thereto, and Customer will originate such Entries only through one of Bank's ACH origination channels that support IAT origination. Some of Bank's ACH origination channels do not accommodate IAT Entries; upon request, the Bank will advise Customer as to which of Bank's ACH origination channels can be used for IAT origination. If a foreign currency conversion is performed by Bank in connection with an IAT Entry, Customer acknowledges that the foreign currency exchange rates Fluctuate, and accepts the risk of such fluctuation, including fluctuations in rate between the time Customer submits the Entry Data Instructions and the time the transaction is executed and /or reversed, returned or recalled. Any payment returns and /or reversals will be credited to Customer's account in the currency in which Customer's account is denominated, and Customer is responsible for any rate fluctuations. In the event of an erroneous or duplicate IAT Entry originated for payment to a receiving bank outside the United States, the rights of Bank and Customer with respect to reversal or recall of such Entry are subject to the laws, regulations and payment system rules of the receiving bank's jurisdiction. Customer acknowledges and agrees that AT Entries may be delayed in processing or posting due to the Bank's or RDFI's review of such Entries for OFAC compliance. Further, Customer understands and acknowledges that unlike PPD Credit Entries, there is no requirement under the Rules that IAT Credit Entries that are made available to an RDFI by its ACH operator by 5:00 pm on the banking day prior to the Settlement Date be made available to the Receiver at the opening of business on the Settlement date; cleared IAT Credit Entries must be made available no later than the Settlement Date of the Entry, but funds are not required to be available at opening of business on the Settlement Date. 9. Incorporation of Account Documentation; Termination. The provisions of the account documentation, including terms and conditions governing the operation of business accounts and services, are incorporated into these Service Terms by reference. By acknowledging or signing the applicable account documentation or by using or continuing to use the ACH Origination Services, Customer agrees to these Service Terms. In addition to Bank's termination rights under the aforementioned documentation, Bank shall have the right to terminate or suspend these Service Terms and the Services upon notice to Customer in the event of the Customer's breach of the Rules. B. ACH Debit Block & ACH Transaction Review ACH Debit Block is a Service that allows a customer to return ACH debit entries originated to the Customer's account with the Bank. ACH Transaction review allows the Customer to review ACH debit and credit entries originated and posted to the Customer's account with the Bank and to instruct the Bank to return some or all of these transactions. 1. ACH Debit Block: (a) Service. The Customer can select from a variety of authorization or blocking criteria and advise the Bank in a manner and form acceptable to the Bank. The Bank will return any blocked transaction indicating that the ACH debit was not authorized. (b) Company ID Numbers. If the Customer elects an option that blocks or allows ACH debits from specified companies, the Customer must supply the Bank with the applicable ACH Company ID Number of the Originator as it appears on the Company /Batch Header Record. The Company ID Number will be the sole criterion for blocking Debit Entries (unless Customer has also set maximum dollar limits) and Bank will have no obligation to take any other steps to determine the identity of the Originator. The Customer will be solely responsible for obtaining the correct Company ID Number for each such Originator. The Customer understands that Company ID Numbers are not unique and that a Company ID Number may identify more than one Originator and one Originator may have multiple Company ID Numbers. The Customer understands that Company ID Numbers are not a perfect filter and that transactions from Originators may be blocked or allowed if the Originator uses a Company ID Number other than the PIN: 1298505 DOC ID: 3 55E -326 Page 19 of 39 I pill, 9111 one Customer identifies. The Bank will not be responsible for transactions blocked or allowed in accordance with the instructions the Customer provides for the Company ID Number. (c) Debits Not Affected by Blocking. ACH debit blocks do not apply to certain transactions. The following types of ACH- related debits will not be blocked: • debits to the Customer's account to offset any ACH credit Entries originated by the Customer through Bank; • reversals of previously received ACH credit Entries; • returns or reversals by the RDFI of ACH Debit Entries originated by the Customer through the Bank; • Reclamation Entries; • debits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments or for fees, charges or other amounts the Customer owes the Bank; and • debits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance, 2. ACH Transaction Review: (a) The Customer shall use filter criteria available through the service to select the types or categories of incoming ACH debit and /or credit transactions to be reviewed or the Customer may elect to review all incoming ACH transactions subject to Section 2(d) below. (b) Based upon the filter criteria selected by the Customer, ACH transactions meeting that criteria will be made available for the Customer to review not later than a designated time on the banking day following the day on which the transactions are posted to the Customer's account. The details provided by the Bank for each Entry will include account number, dollar amount, company ID, receiver's name, standard entry class code and settlement date. (c) The Customer shall advise the Bank by means of an agreed upon transmission method not later than the Bank's designated cutoff time on the same day as transaction information is made available for those transactions, if any, that are unauthorized and that the Customer wishes to return. The Bank Is entitled to rely on any instructions that it receives and that it reasonably believes to be genuine. The Bank shall return all such transactions and make corresponding adjustments to the Customer's account to which the transactions had been posted. All transactions reported to the Customer as to which Bank does not receive a timely return instruction from the Customer will remain posted. (d) The following types of ACH transactions will not be made available for the Customer's review and decisioning: • debits or credits to the Customer's account to offset any ACH Entries originated by the Customer through the Bank; • reversals of previously received ACH Entries; • returns or reversals by the RDFI of ACH Entries originated by the Customer through the Bank; • Reclamation Entries; • debits or credits to the Customer's account initiated by the Bank or Bank's agent to correct processing errors, effect back valuations, make other adjustments, or to comply with legal requirements or for fees or charges the Customer owes the Bank; and • if the Customer is also subscribing to the ACH Debit Block service, any transactions blocked and returned pursuant to that service. (e) Certain transactions reviewed and approved by the Customer may nevertheless be returned by the Bank. This will happen if (i) there are insufficient funds in the Customer's account to cover the amount of an ACH debit or other charge, (ii) a stop payment was previously placed on the transaction or (iii) the Bank determines the transaction must be returned for legal or regulatory reasons. Certain transactions that the Customer advises should be returned may nevertheless be posted by the Bank; these include ACH debits or credits to the Customer's account that the Bank posts pursuant to its internal procedures in order to comply with applicable law, regulations or payment system rules or guidance. 1 50 11-0 Lockbox is a remittance processing Service offered to customers to support their accounts receivables business needs. Through this service, the Customer's remittance deposits are sent to a Post Office Box and picked up by the Bank and delivered to or via courier for further processing and posting to the Customer's deposit account. 1. Service. The Bank will maintain the Post Office Box for the Customer's remittances and will have unrestricted and exclusive access to the Post Office Box while providing the Lockbox Service. Customers requiring Caller Service or Business Reply Mail Service for remittance collection must obtain prior approval from the Bank. Upon approval, the Customer will secure such services directly with the United States Postal Service (the "USPS ") and ensure the Bank is authorized to collect the mail. The Bank shall not be responsible for delays in processing due to the Customer's failure to pay the USPS for such services or any other action taken or not taken by USPS. The Bank may direct clients to include specific codes or formats within their assigned address in order to ensure mail is identified correctly. The Customer is responsible for ensuring their customers' remittances are properly addressed in order to prevent delays in processing. PN: 1298505 DOC ID: 3 Page 20 of 39 55E -327 I pill, Will 2. Deposit; Endorsement. The Bank will collect all mail delivered to the designated Post Office Box, and will open the mail, process the checks eligible for this service (the "Items ") and credit the funds to the Customer account or process for collection the Items received, except: 1) Items which the Customer has instructed the Bank in writing, and the Bank has agreed not to process; ii) Items which the Bank believes should receive the Customer's special attention; iii) Items for which the Customer is not the payee, unless the Customer has provided proper authorization to process for credit or collection of such Items; and iv) any other matter or merchandise received. The Bank will not process such excepted Items or other matters or merchandise, but will forward them to the Customer unprocessed. The Bank assumes no responsibility for the inadvertent processing of Items excepted from processing. The Bank will process credit card payments as point of sale transactions, obtaining authorization as required by applicable card rules; provided, however, the Bank will not place phone calls for authorization of referrals or process credit transactions. The Bank shall not be deemed a merchant processor and shall not be liable for any data entry errors or any chargeback. The Bank assumes no liability for any matter or merchandise received through the Post Office which is not a depositable Item, including cash. Any failure by the Bank to process an Item other than as provided herein does not constitute a failure by the Bank to exercise ordinary care. The Customer shall be liable to the Bank as a general endorser on all Items processed by the Bank. 3. Differing Amounts. If the amount of an Item written in words and figures differ, the Item will be processed for amount written in words. If the Item is accompanied by an invoice or statement and the amount on the statement matches the amount written in figures, and the Customer has requested, and the Bank has agreed, to process such Item for the amount written in figures, the Item may be processed for the amount written in figures. In the event the Bank processes the Item for the amount written in figures, the Customer indemnifies the Bank for any claim which may arise from that action. 4. Foreign Items. This Service is limited to Items drawn on domestic banks so to the extent the Bank notices that any Items drawn on foreign banks have been deposited, such Items shall be forwarded to Customer as unprocessable. 5. Returned Items; Re- presentment. If any Item is returned to the Bank unpaid for any reason or there is a claim involving an Item deposited to the Customer Account, the Bank will charge back that Item, together with any fees or other amounts allowed on such claims or for returned Items, against the Customer Account, regardless of whether such debit causes an overdraft to the Customer Account. If, however, the Bank has been instructed in writing by the Customer to re- present Items which have been dishonored or returned to the Bank unpaid for reasons other than account closed, the Bank may do so automatically and without notice to the Customer, and the Bank reserves the same rights to debit the Customer Account should any such Items remain unpaid after the re- presentment. 6. Security for Imaged Items. The Bank has specified Security Procedures for receiving and accessing Imaged Items, Imaged Documents and lockbox transaction data. The Bank is not obligated to send any Images or data or allow access through the Delivery Media to any images or data which are not requested or accessed in accordance with the Security Procedures. The Customer acknowledges that once a CD -ROM is received, or it has accessed images by any Delivery Media, persons having access to the Customer's computers and image archives may have access to the Imaged Items, Imaged Documents and lockbox transaction data. 7. Image Option. If the Customer elects and this image option is available at the designated Bank processing location, the Bank will provide images of the Items ( "Imaged Items ") received together with images of related documents ( "Imaged Documents "), through the media ( "Delivery Media ") and at the intervals agreed upon between the Bank and the Customer. The Customer may receive additional service material, including user guides, software licenses and other terms in connection with the selection of this option. 8. Original Documents; Image Storage. Unless the Bank has agreed otherwise, the Bank will image all Items and associated remittances and retain original documents on site for no longer than 14 days. All original documents will be destroyed 14 days after processing. If the Customer uses the Bank's Regional Retail Lockbox product, associated original documents are retained on site no longer than 7 days. The Bank will store Imaged Items for a period of seven (7) years from the date of the applicable transaction regardless of any additional imaging service requested by the Customer. If the Customer elects storage of Imaged Documents, the Bank will store Imaged Documents for a period of thirty (30) days (Short Term Storage) to ten (10) years (Long Term Storage) from the processing date of the applicable transaction., per the Customer's selection If the Customer elects to image and not store Imaged Documents with the Bank, such images will be delivered to the Customer via daily Direct Image Transmission. 9. Accuracy; Legibility. The information delivered to the Customer through the Delivery Media will be the same as the information in the data entry file provided to the Customer for the applicable time period. If the data entry file contains errors, those errors will also occur on the Delivery Media. The Bank will provide images that are as legible as possible given the legibility of the underlying remittance documents and the selected Delivery Media. The Bank has no liability or responsibility for the condition of the original remittance items provided to the Bank, and it reserves the right to review and approve sample remittance items for legibility prior to providing this service. The Customer is responsible for reviewing images obtained through the Delivery Media and to promptly notify the Bank of any images that are not clear. 10. Disclosures. As between the Customer and the Customer's clients, if applicable, certain payments collected hereunder may be subject to various cut -off times and payment deadlines (the "Disclosures "). The Customer acknowledges and agrees that the Bank has no duty to inquire as to the content of any such Disclosures, is not bound by them, and makes no representations or warranties, explicitly or implicitly, regarding same. The Customer is responsible for ensuring that the processing and payment cut -off times established by the Bank are in compliance with the Disclosures and Customer's responsibilities under applicable laws and regulations. The Customer further acknowledges and agrees that the data processed by the Bank belongs to the Customer or the Customer's clients. PN: 1298505 DOC ID: 3 55E -328 Page 21 of 39 I pill, Mil D. Coin & Currency Coin and Currency Services, also referred to as Cash Vault Services, provides coin and currency delivery and deposit services to companies that use large quantities of cash. With a nationwide vault network, Customers can place orders for coin and currency, make deposits and track activity by location through electronic reporting options. 1. Cash Orders 1.1. Placement of Cash Orders. The Customer may issue written instructions for the Bank to release United States coin and currency ( "Cash ") to an armored courier service (the "Courier ") as designated by the Customer in accordance with the Bank's guidelines ( "Cash Order "). The Customer acknowledges that Cash Orders may be transmitted to the Bank only during such times as set forth in the guidelines. The Bank is authorized to debit the account of the Customer designated in the Cash Order for the amount set forth in the Cash Order. If the Bank has agreed to such an arrangement, the Customer may also place a Cash Order directly at one of the Bank's branch locations by issuing a check to debit the Customer's account at the Bank or as a "cash for cash" exchange. If there are insufficient funds in the designated account, the Bank is authorized to refuse the Cash Order, to fill a partial Cash Order or to debit the designated account even if such debit causes an overdraft, or to debit any other account of the Customer at the Bank. 1.2. Cash Order Limits. The Bank and the Customer may agree to limit the amount of Cash that may be delivered pursuant to a Cash Order ( "Cash Limit "). 1.3. Discrepancies for Cash Orders. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin discrepancy is identified, the Customer may contact Cash Services Customer Support at 888- 872 -0517 to request a Cash Order Claim Form. The completed form and proper documentation must be sent to the Bank and post marked within 48 hours of receipt of the Cash Order. Any claims post marked after the 48 hour period may be denied and the Customer will have no right to refuse or receive an adjustment after such time period. 1.4. Cancellations and Amendments. A Cash Order may be cancelled by the Customer telephonically, electronically or in writing by a person the Bank reasonably believes to be authorized to act on behalf of the Customer and only if the cancellation is received within a reasonable time before the Cash is delivered to the Courier ( "Cancellation'). A Cash Order may only be amended telephonically and the Bank will not be responsible for any change in a Cash Order it has received. Any attempt to amend a Cash Order electronically may result in duplicate Cash being delivered. 1.5. Notice of Rejection /Execution. If the Bank rejects a Cash Order request, it will promptly notify the Customer of the reason. The Bank will notify the Customer when it has executed a Cash Order. Unless, within three (3) business days after receipt of notification of the execution of a Cash Order the Customer notifies the Bank in writing that a Cash Order was unauthorized or otherwise unenforceable against the Customer, the Bank shall not be liable for executing the Cash Order as notified, including any loss of interest. 1.6. Security Procedure. The Bank must receive a Cash Order using a touch -tone telephone, or other electronic communications device mutually agreed upon by the Customer and the Bank, based upon codes assigned by the Bank to the Customer that identify the Customer and the location (collectively, "Codes "). The Customer agrees that use of the Codes constitutes a security procedure for verifying the authenticity of the Cash Order as being that of the Customer ( "Security Procedure ")... The Customer and the Bank will maintain reasonable security and control of the Codes. The Bank is not responsible or liable for detecting any error in the transmission or content of any Cash Order or Cancellation and the Security Procedure is not intended to detect any such error. No agreement or instruction of the Customer restricting acceptance of any Cash Order or Cancellation is binding on the Bank, except as set forth in these Service Terms or in a writing signed by the Customer and the Bank. These Security Procedures do not apply to Cash Order requests made by the Customer at one of our branch locations when the Customer is making a "cash for cash" exchange or issuing a check to debit the Customer's account at the Bank. 1.7. Geographical Limitations. The Customer represents and warrants that all Cash Orders will be used by Customer in its normal course of business at the Customer's store /office locations in the United States. 2. Cash Deposits 2.1. Standard Courier Service. The Customer may deliver and pick up shipments of Cash or checks to or from the Bank by using the services of a Courier that has been authorized by the Bank, who will act solely as the Customer's agent. The Courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services to the Customer, The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. With regard to Customer's Courier, Customer is responsible for any individual's actions while at the Bank's facilities including theft, property damage, intentional crimes and any other act or omission even if such actions would be considered outside the scope of their employment and whether the individual is impersonating an employee of the courier if the Bank has followed its customary procedures for identifying the individual. PN: 1298505 DOC ID: 3 Page 22 of 39 55E -329 1 §111 Wil 2.2. Deposit Presentment and Processing for Standard Courier Service. With regard to deposits delivered to one of the Bank's vault locations, the Customer's Courier must deliver deposits in sealed tamper -proof plastic security deposit bags that meet the standards described in the Bank's guidelines and contain only Cash and checks. The bags may also contain food stamps if the Customer provides proof satisfactory to the Bank of the Customer's authority to redeem food stamps. The Bank will open the bags and process the deposits. (a) Delivery to Vault. If the Bank agrees to accept the Customer deposits at a vault location, the Bank will provide a receipt indicating the number of bags it has received. This receipt is not an acknowledgment of the contents of any bag, nor is any telephonic or other acknowledgment of a deposit of which the Customer notifies the Bank by telephone or by electronic means. (b) Delivery to Branch for Delayed Processing. If the Bank agrees to accept the Customer deposits at a branch location, the Bank will not verify the amount of the deposits at the time of receipt but will provide the Customer with a receipt showing the amount indicated in the Customer's deposit slip. This receipt is not an acknowledgment of the contents of any bag. 2.3. Courier Service through the use of a Smart Safe. The Customer may use the services of a Courier that has been authorized by the Bank, who will act solely as the Customer's agent with regard to machines that will hold Cash that are physically located in the Customer's locations ( "smart safes "). The Courier must comply with the Bank's guidelines, as amended from time to time, and must maintain all licenses and permits required by law in addition to adequate insurance to cover its liabilities in providing courier services. The Bank may refuse to permit any courier to enter its premises with or without cause, in which case the Bank will use reasonable efforts to promptly notify the Customer. The Customer will place only Cash in the smart safes which will be maintained by the Customer's Courier, The Customer's Courier is authorized to transmit the Cash information to the Bank on the Customer's behalf and the Bank, upon receipt of such data transmission, will provide provisional credit to the Customer's designated account. The Courier will deliver the Cash to the Bank as directed by the Bank at the Customer's expense. The Customer authorizes the Bank to instruct the Courier to pick up any Cash for which the Bank has given provisional credit at any time and at the Customer's expense. 2.4. Deposit Presentment and Processing through the use of a Smart Safe. The Customer agrees that once the Cash is in the smart safe, the Customer no longer has any ownership, control or rights with regard to the physical Cash and that the Bank is authorized to rely upon the transmitted information from the Customer's Courier with regard to deposits or adjustments to the Customer's deposit account with the Bank. Once the Customer's Courier has completed the verification of the Cash from the smart safe and has transmitted the deposit/adjustment information to the Bank, the Cash is then placed into the Bank's inventory at the Courier's location. In the event of a dispute related to the amount credited to the Customer's deposit account, the Customer will initiate its claim and request for an investigation with its Courier. 2.5. Discrepancies. All deposits are subject to verification. If there are differences between the amount credited by the Bank and the amount shown on the deposit slip prepared by the Customer or the receipt provided to the Customer or its Courier upon initial presentment, the count will be recounted. The Bank's determination and records as to its receipt of any bag and as to the contents of any bag is conclusive and binding on the Customer, and the Bank may correct any credit made to the Customer's account. The Bank will notify the Customer's representative designated in the service implementation questionnaire if the difference is more than the minimum amount specified in the Bank's guidelines. All Cash Orders must be validated by the Customer within 24 hours of receipt. If a currency strap, coin bag or wrapped coin difference is identified, contact Cash Services Customer Support at 888 - 872 -0517 to request a Cash Order Claim Form. The completed form and proper documentation must be postmarked within 48 hours of receipt of the Cash Order. Any claims postmarked after the 48 -hour period will be denied and Customer will have no right to request or receive an adjustment after such time period. 2.6. Relationship upon Delivery of Bags. Until the Bank recounts the contents of the bags and enters a final credit to the Customer's account, the Bank is not responsible for any claimed contents of the bags. The Customer should not include anything in a bag other than Cash and its deposit slip, and the Bank shall have no responsibility or liability if there is any other property included or claimed to have been included in a bag... 2.7. Delivery to Unattended Facility. If the Bank agrees to allow the Customer to use one of the Bank's unattended facilities (including but not limited to a night depository or commercial ATM), the Bank may provide the Customer with an access device (such as a key or card that may require a personal identification number ( "PIN "). The Customer must return all access devices to the Bank upon request. The Bank will process any deposits delivered to an unattended facility as provided for in the Bank's guidelines. If the Customer receives a receipt from an unattended facility, the receipt is not an acknowledgment of the contents of any bag or of the receipt of any bag. While the Customer or the Customer's Courier is physically present at one of the Bank's unattended facilities, the Customer is a licensee only and the Bank has no responsibility for the safety of the Customer or its Courier while at such facility. 2.8. Liability at Unattended Facility. The Customer assumes all risks of using any unattended facilities, including risks of theft, robbery and personal injury; the Bank is not responsible if a facility fails to operate properly in any way, including failing to open, close, lock or unlock. it is the Customer's responsibility to verify that its bags have dropped down completely into the facility, and the Customer agrees that it will not leave any bags in any facility that does not appear to be operating properly. The Bank will not be liable to the Customer if any unattended facility, tole -entry or online system is closed or otherwise unavailable for use at any time. PN: 1298505 DOC ID: 3 55E -330 Page 23 of 39 I Pill, Wil 2.9. Geographical Limitations of Cash Deposits. Cash Deposits must be delivered to the Bank by Customer's courier and from Customer's physical store /office locations in the United States. Cross - border cash deposits (i.e., cash brought into the United States from outside the United States) are strictly prohibited E. Positive Pay, Reverse Positive Pay and Payee Verification Positive Pay, Reverse Positive Pay and Payee Verification services help prevent check fraud on Customers accounts by identifying discrepancies between checks presented to the Bank for payment and those checks issued by Customers. With Positive Pay, the Customer sends check issuance information to the Bank and the Bank compares such information to checks being presented for payment. With Reverse Positive Pay, the Bank sends the Customer information on checks being presented for payment and the Customer does its own comparison. Payee Verification is an enhanced feature for Positive Pay whereby the Customer includes payee name information and the Bank compares such information against the payee names on checks being presented, As a condition precedent for receiving Payee Verification, the Customer must be receiving Positive Pay in connection with the same Account. 1. Issuance Information. The following information is defined as "Issuance Information" for each Item: i) Account number; ii) Item serial number; iii) dollar amount; iv) issue date [for Positive Pay and Payee Verification only]; and v) the payee name [for Payee Verification only]. For Positive Pay and Payee Verification, the Customer will provide the Bank the Issuance Information by the banking day on which the Customer issues Items, by means of a mutually agreed upon transmission method the Issuance Information. The Bank will compare the Issuance Information with the Items presented to the Bank for payment against the Account. For Reverse Positive Pay, the Bank will send the Customer the Issuance Information and the Customer will compare such information with the checks they have issued. 2. Discrepancies. For Positive Pay and Payee Verification, if Items are presented to the Bank for which it has not received timely Issuance Information or that contains information different from the Issuance Information for that Item, the Bank will notify the Customer by means of a mutually agreed upon method, by the designated time of the Banking Day following the Banking Day the Item is presented. The Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment ( "Presentment Decision'). In the event that the Customer fails to timely inform the Bank about any Item for which a Presentment Decision is requested, as required above, the Bank is authorized to return such Item unless otherwise agreed by the Customer and the Bank. For Reverse Positive Pay, the Bank will provide Issuance Information to the Customer of Items presented for payment; the Customer shall advise the Bank by means of a mutually agreed upon method by the designated time on that same Banking Day whether any such Item is authorized for payment, and in the event that the Customer fails to timely inform the Bank as required, the Bank is authorized to pay such Item(s) unless otherwise agreed by the Customer and the Bank. The Bank is entitled to rely on any instructions that it receives and reasonably believes to be genuine. If a Customer attempts to change an instruction previously given by sending an email or other message to the Bank, the Bank may, but has no obligation to, act upon such change request. 3. Payee Verification Additional Terms. For Payee Verification, Customer acknowledges that Items that have been converted to ACH transactions prior to being presented for payment will not be eligible for this service and the payee name information will not be compared to the Issuance Information for Items that have been converted to ACH transactions. If the Customer fails to provide the Issuance Information in the file format required by the Bank, the Bank will not be liable for not detecting any discrepancy between the Item and the Issuance Information or for processing such Item. The Bank reserves the right to set a threshold amount for Items (as may be revised by the Bank from time to time) to be reviewed under the Payee Verification service (the "Threshold Amount "). The Items below the Threshold Amount will be handled according to the standard Account Documentation governing the Customer's Account; however, the Customer will not be liable for such Items If the discrepancy would have otherwise been detected under this Service. With regard to payee name comparison, the Bank will compare the payee name provided in the Issuance Information to the payee lines contained in the name /address block identified on the Item (presented as provided for in the Bank's setup requirements) and will be limited to those parameters specifically agreed to by the Customer and Bank. 4. Reverse Positive Pay Additional Terms. For Reverse Positive Pay, Customer acknowledges that Items presented for encashment at any of the Bank's branch locations will be refused unless Customer has requested that Bank allow encashment of such Items. If Customer authorizes Bank to pay Items presented for encashment at the Bank's branch locations, Bank shall follow its usual and customary over -the- counter encashment procedures (as may be in effect from time to time) and Customer assumes the risk of any loss that would have been prevented through the use of Positive Pay or Payee Verification services. Customer acknowledges that the Bank may charge a person who cashes an Item drawn on the Customer's Account a fee if that person is not a customer of the Bank. Customer agrees to unconditionally release, indemnify and hold harmless the Bank against any and all liability loss or claim relating to an Item being cashed or returned over -the- counter. 5. Voided Items. The Customer agrees to place a void on an Item in the Issuance Information only with respect to Items that are not in circulation. If the Customer wants to stop pay on a check that has been issued, the Customer is required to issue any Stop Payment request pursuant to the relevant terms of the Account Documentation, outside of these services. 6. Item Payment. The Bank is not obligated to maintain signature cards for the Account and whether or not the Bank does maintain such signature cards, in no event shall the Bank be obligated to Inspect any check for the presence or authenticity of any signature or to determine whether any signature is authorized. The Customer acknowledges that the Bank's adherence to these procedures in these terms, in lieu of PN: 1298505 DOC ID: 3 Page 24 of 39 55E -331 I pill, Wil signature examination, will constitute the exercise of good faith and ordinary care by the Bank in handling Items presented for payment against the Account. Over the Counter Presentment. The Bank may, without liability to the Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. If an Item is presented for encashment at one of the Bank's branch locations at the teller line, the Customer authorizes the Bank to pay such Item based upon the Positive Pay information at the teller line. The Bank may charge a person who cashes an Item drawn on the Customer's Account a fee at the time of encashment. F. Controlled Disbursements Controlled Disbursement Accounts help customers effectively manage the disbursement process to gain control over idle balances and automate funding transfers and is designed to provide disbursement totals early each business day. 1. Control led Disbursement Account. Each controlled disbursement account ( "Controlled Disbursement Account "), except as set forth herein, shall be opened and maintained in accordance with the Account Documentation. Customer agrees that if it fails to utilize one of the Bank's positive pay services on the Controlled Disbursement Account, that failure will constitute Customer negligence contributing to the making of any unauthorized signature and Customer assumes the risk that checks or drafts ( "Items') presented against the Controlled Disbursement Account may be forged or altered, to the extent that the positive pay services the Bank offers may have prevented any loss. The Bank will have no liability for any loss related to an Item presented against the Controlled Disbursement Account which would otherwise generally have been returned under such positive pay services 2. Payment of Items. Bank, on each banking day, will advise Customer of the total amount of Items drawn against the Controlled Disbursement Accounts that are presented for payment, on that day, to the Bank by a Federal Reserve Bank or another depository institution pursuant to a same -day settlement arrangement. Bank will honor Items which are properly payable, but shall have no obligation to pay any Item should sufficient immediately available funds to cover such Items not be transferred to the Controlled Disbursement Account in accordance with these Service Terms and the Account Documentation. 3. Over- the - Counter Presentment. Bank may, without liability to Customer, refuse to pay any Item presented for encashment at any of the Bank's branch locations. 4. Funding Account for Controlled Disbursement. Customer will maintain with Bank a designated account for purposes of funding the Controlled Disbursement Account, or the funding account may be maintained at an affiliated bank or other financial institution (the "Funding Account "). Customer authorizes Bank to debit the Funding Account for the total amount of the Items presented and any funds transfers against the Controlled Disbursement Account, and to promptly transfer such amount to the Controlled Disbursement Account even though such a debit may bring about or increase an overdraft. All funds transfers from the Funding Account to the Controlled Disbursement Account shall be in immediately available funds. Customer will maintain sufficient available funds in the Funding Account to cover Items and funds transfers presented against the Controlled Disbursement Account, and the Bank shall have no obligation to transfer funds, process Items for payment or complete any funds transfers unless there are sufficient available funds in the Funding Account. The Bank is authorized to debit the Funding Account for any obligations owed directly or indirectly on the Controlled Disbursement Account. The Bank shall not be liable for failure to pay any Item presented for payment against any Controlled Disbursement Account due to insufficient funds in the Funding Account. 5. Media. Bank will transmit to Customer by the transmission method or media agreed to by Customer and Bank information regarding Customer's Controlled Disbursement Account. 6. Routing Transit Number. Customer agrees to use the designated controlled disbursement account routing transit number on the Items it issues from the Controlled Disbursement Account. Customer acknowledges that if it fails to use such designated controlled disbursement account routing transit number the Bank is authorized to terminate this Service or any Service feature upon notice to the Customer. 7. Financial Condition. In the event of the deterioration of the financial condition of the Customer, as determined in the Bank's sole discretion, the Bank may immediately terminate the Service, any Service feature, and /or may convert any Controlled Disbursement Account to a stand -alone demand deposit account without prior notice to the Customer. 8. Third Party Usage. Customer agrees that it will not permit a third party to write checks on or otherwise issue payment transactions or instructions on Customer's Controlled Disbursement Account. Customer agrees to indemnify and hold Bank harmless from and against any and all actions, claims, demands, losses, liabilities or expenses whatsoever, including attorney's fees and costs, resulting directly or indirectly from Customer's breach of this Section 8. This indemnity shall survive the termination of these Service Terms. Notwithstanding anything to the contrary, Customer acknowledges that, if Customer breaches this Section 8, Bank may immediately terminate this Service or any Service feature upon notice to the Customer, PN: 1298505 DOC ID: 3 55E -332 Page 25 of 39 I pill 5111111 G. Image Cash Letter Service. These terms govern the image cash letter service (the "Service') which allows image - enabled check customers to prepare and transmit electronic deposit information and check images instead of preparing and physically depositing paper cash letters and associated original check. 2. Transmission and Processing. Customer shall provide through its own methods or devices the captured check images and check data from the Check, including the magnetic ink character recognition formatting (MICR) information through electronic transmissions (the "Transmissions ") in the format and specifications required by the Bank's File Standards and within the cut -off times provided by the Bank. Customer authorizes Bank to process the Transmissions as substitute checks, electronic images or photos in lieu, as may be applicable for further clearing through any other financial institution, clearinghouse or Federal Reserve Bank. If the Customer is eligible and has chosen to have Checks processed as ACH transactions, Bank will convert eligible Checks to ARC or POP entries, as defined and provided for in the ACH Origination Service Terms. Customer agrees that it is solely responsible for the creation and transmission of these Transmissions to the Bank. If any Transmission (including any source document for purposes of these Service Terms) does not meet the Bank's or any transferee's standard requirements for processing, Customer assumes all risk of loss or delay in processing such Transmission and authorizes the Bank to either (a) return the Transmission to the Customer without further processing, (b) process the Transmission as sent from the Customer, (c) process the Checks as photocopies in lieu of the originals, or (d) repair or attempt to repair the Transmission for further processing. Under this Service, "Checks' shall mean checks and drafts drawn in US dollars on, or payable through, banks located in the United States (including Puerto Rico, Guam and the US Virgin Islands), endorsed for deposit to Customer's account at the Bank. 3. Image Cash Letter File Deposit Time. The Transmissions must be sent to Bank prior to the deposit deadline. Any Transmission will be deemed to have been received by Bank when the entire file has been written onto Bank's system and made available for Bank to validate. Based upon the size of the Transmission file, there may be a significant delay between the time Customer begins to send the file and the completion of the transfer as stated above. As a result, Customer will make every effort to send the Transmission file as early as possible. Files that are received after a deposit deadline will be considered deposited as of the next deposit deadline. Processing fees and funds availability will be assessed based on the deposit deadline that is met. 4. Customer Liability. Customer shall be solely responsible if any Transmission for which Customer has been given provisional credit is returned or reversed, and neither Bank nor its subcontractors shall be liable or responsible for same. Customer acknowledges that all credits received for deposit are provisional, subject to verification, final settlement or return. Information and data reported hereunder: (a) may be received prior to final posting and confirmation and is subject to correction and (b) is for informational purposes only and may not be relied upon. Customer agrees that Bank shall have no liability for the content of payment - related information as received from the Customer. Customer shall be solely responsible for the original Checks, including storage and retrieval. Customer agrees to provide a legible copy of an image or the original Check if requested by the Bank within five (5) business days of such request. If Customer is unable to provide the original or legible copy, Customer shall be liable for any associated loss or claim involving the Check. Customer will not present a Transmission or the original Check or substitute check more than once to the Bank if the initial Transmission was processed as an ACH transaction and shall be responsible for any and all losses or claims resulting from the Customer presenting such Check or Transmission for payment more than once through any method. 5. Suspension /Cancellation of Service. Bank reserves the right to suspend or terminate the Service, in whole or in part if Bank believes Customer is in breach of these Service Terms or is otherwise using or accessing the Service in a manner inconsistent with the rules and regulations relating to the Service being provided and such breach, use or access is not cured within three business days after notice to Customer. Further, this Service will automatically terminate if the Customer's account with the Bank is closed for any reason. Either party may terminate the Service upon thirty (30) days' prior written notice to the other party; provided, however, that the terms of Section 9 will apply to any termination prior to the time period set forth in the Pricing Schedule. 6. Intellectual Property Ownership. Neither these Service Terms nor the provision of the Service transfer to Customer any ownership or proprietary rights in the Bank's technology or any work or any part thereof, and all right, title and interest in and to the Bank's technology will remain solely with Bank or its subcontractors. WARRANTIES AND DISCLAIMERS. PN: 1298505 DOC ID: 3 Page 26 of 39 55E -333 I pill l ll 7.1. CUSTOMER WARRANTY. CUSTOMER WARRANTS AND REPRESENTS TO THE BANK THAT: (A) EACH TRANSMISSION CONTAINS ACCURATE AND LEGIBLE IMAGES OF ALL OF THE INFORMATION ON THE FRONT AND BACK OF THE ORIGINAL CHECKS AT THE TIME EACH CHECK WAS TRUNCATED; (B) EACH TRANSMISSION ALSO CONTAINS A RECORD OF ALL APPLICABLE MICR -LINE INFORMATION REQUIRED FOR A SUBSTITUTE CHECK AND THE ACCURATE AMOUNT OF THE CHECK; (C) EACH TRANSMISSION CONFORMS TO THE TECHNICAL STANDARDS FOR AN ELECTRONIC ITEM SET FORTH IN REGULATION J AND FEDERAL RESERVE BANK OPERATING CIRCULARS AND FOR A SUBSTITUTE CHECK SET FORTH IN REGULATION CC; (D) NO PERSON WILL RECEIVE A TRANSFER, PRESENTMENT OR RETURN OF, OR OTHERWISE BE CHARGED FOR, THE CHECK (EITHER THE ORIGINAL CHECK, OR A PAPER OR ELECTRONIC REPRESENTATION OF THE ORIGINAL CHECK) SUCH THAT THE PERSON WILL BE ASKED TO MAKE PAYMENT BASED UPON A CHECK IT HAS ALREADY PAID; (E) CUSTOMER WILL NOT REDEPOSIT THROUGH THIS SERVICE ANY TRANSMISSION REPRESENTING A CHECK PREVIOUSLY DEPOSITED AND RETURNED TO THE CUSTOMER; (F) CUSTOMER WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES AND FIREWALLS SUFFICIENT TO PROTECT THE TRANSMISSIONS AND STORAGE TO ENSURE NO UNAUTHORIZED ACCESS OR DUPLICATE PRESENTMENT; (G) CUSTOMER WILL ONLY CREATE TRANSMISSIONS FOR CHECKS THAT ORIGINATED AS PAPER CHECKS; (H) CUSTOMER HAS ESTABLISHED AN ANTI -MONEY LAUNDERING PROGRAM IN COMPLIANCE WITH ANTI -MONEY LAUNDERING LAWS AND REGULATIONS APPLICABLE TO IT AND SUCH ANTI. MONEY LAUNDERING PROGRAM INCLUDES POLICIES, PROCEDURES AND CONTROLS DESIGNED TO DETECT AND PREVENT MONEY LAUNDERING WHICH CUSTOMER BELIEVES EFFECTIVELY PREVENTS THE USE OF CUSTOMER'S OPERATIONS, PERSONNEL OR FACILITIES FOR MONEY LAUNDERING PURPOSES; AND (1) CUSTOMER WILL ONLY ACCESS THE SERVICE AND SEND TRANSMISSIONS TO THE BANK FROM LOCATIONS WITHIN THE UNTIED STATES; (J) CUSTOMER IS IN COMPLIANCE WITH ALL LOCAL LAWS AND REGULATIONS APPLICABLE TO IT IN THE USE OF THIS SERVICE. 7.2. DISCLAIMER. BANK AND ITS SUBCONTRACTORS MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE TECHNOLOGY OR SERVICE AND /OR ACCESS TO OR USE OF THE SERVICE OR TECHNOLOGY PROVIDED TO CUSTOMER HEREUNDER. BANK AND ITS SUBCONTRACTORS SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT THERE ARE CERTAIN SECURITY, CORRUPTION, TRANSMISSION ERROR AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND CUSTOMER ASSUMES ALL SUCH RISKS. CUSTOMER SHALL MAKE AN INDEPENDENT ASSESSMENT OF THE ADEQUACY OF THE INTERNET IN USE OF THE SERVICE PURSUANT TO THE BANK'S PROCEDURES. CUSTOMER FURTHER ACKNOWLEDGES THAT THE SELECTION AND USE BY IT OF ANY THIRD PARTY SECURITY AND COMMUNICATIONS SOFTWARE AND THIRD PARTY SERVICE PROVIDERS IS THE SOLE RESPONSIBILITY OF CUSTOMER, AND BANK DISCLAIMS ALL RISKS RELATED THERETO, NOTHWITHSTANDING THAT THE BANK MAY RECOMMEND CERTAIN SECURITY AND /OR COMMUNICATIONS SOFTWARE AND SERVICES. CUSTOMER AGREES TO, AT ITS SOLE EXPENSE, PROCURE AND MAINTAIN ALL HARDWARE, BROWSERS, SOFTWARE AND TELECOMMUNICATIONS EQUIPMENT NECESSARY TO ACCESS THE SERVICE IN ACCORDANCE WITH THE BANK'S RECOMMENDED SYSTEM CONFIGURATION. 8. INDEMNIFICATION. IN ADDITION TO ITS INDEMNIFICATION OBLIGATIONS IN THE ACCOUNT TERMS, AND EXCEPT FOR LOSSES OR EXPENSES CAUSED BY BANK'S FAILURE TO EXERCISE ORDINARY CARE OR WILLFUL MISCONDUCT, CUSTOMER AGREES TO INDEMNIFY BANK FOR ANY LOSS OR EXPENSE SUSTAINED (INCLUDING ATTORNEY'S FEES AND EXPENSES OF LITIGATION) RESULTING FROM (1) CUSTOMER'S LACK OF AUTHORITY TO MAKE THE WARRANTIES PROVIDED HEREIN; (ii) ANY ACTION TAKEN OR NOT TAKEN BY BANK WITHIN THE SCOPE OF ITS AUTHORITY UNDER THESE SERVICE TERMS IN HANDLING A CHECK; AND (iii) ANY WARRANTY OR INDEMNITY REQUIRED TO BE MADE BY BANK WITH RESPECT TO A CHECK UNDER APPLICABLE LAW OR REGULATION. 9. Pricing Schedule /Volume /Termination Penalties. Bank and Customer agree to the terms of the Pricing Schedule which are incorporated herein by reference, including the length of time the Service will be provided, the charges /fees and the volumes, as may be stated in the Pricing Schedule. If Customer terminates the Service or the Service is otherwise terminated without fault of the Bank prior to the period of time set forth in the Pricing Schedule, Customer shall pay the Bank a termination fee equal to twelve (12) times the average monthly transaction fee for the Service for the period of time the Service was provided to Customer. Such termination fee shall be paid within thirty (30) days' after the effective termination date. 10. Audit. Customer authorizes the Bank to audit its facilities where the Checks are imaged, stored and destroyed as well as where the Transmissions are processed under this Service upon reasonable prior written notice from the Bank. 11. Online Adjustments Services. If Bank and Customer agree, Customer will submit its adjustment requests through the web -based SVPCO Online Adjustment Service ( "Online Adjustment') based on the following terms: PN: 1298505 DOC ID: 3 55E -334 Page 27 of 39 I pill WON For Customers choosing the deposit account option where they settle for the Items through the Customer's deposit account at Bank ( "Deposit Account ") option, Customer agrees to be bound by the SVPCO Electronic Adjustment Exchange Rules, as may be amended from time to time ( "SVPCO Rules "). Bank will assist the Customer in implementing and registering for Online Adjustment. Customer will designate at least one Administrator by submitting the Secure ID Token Form for Online Adjustments ( "Form'). After the initial registration, Customer will be able to update its designated users directly through SVPCO. Bank may conclusively rely upon any information or instructions purported to be sent by the Customer through Online Adjustment. Customer agrees that Bank may charge Customer's Account for any adjustments and related fees. Customer agrees that the Bank shall have no responsibility with regard to the adjustment information transmitted through Online Adjustment. Notwithstanding anything to the contrary in these Service Terms or the Account Documentation, Online Adjustment will automatically terminate upon the termination or expiration of the agreement covering the SVPCO online adjustment service between Bank and The Clearing House. H. Image Deposit Direct Service Terms. JPMorgan Chase Bank, N.A. ( "Bank ") will provide Customer the Image Deposit Direct (IDD) Service (the "Service') in accordance with the provisions set forth in these Image Deposit Direct Service Terms (the "Service Terms'). The provisions of the Bank's account documentation, including the account terms governing the operation of business accounts and services and any applicable Service Terms as may be amended from time to time (collectively, the "Account Documentation ") are incorporated herein. By signing the applicable Account Documentation or by using or continuing to use the Service, Customer agrees to these Service Terms, If and to the extent there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms will prevail. Capitalized terms used in these Service Terms and not defined herein have the meanings set forth in the Account Documentation. 2. The Service. The Service allows Customer to electronically transmit deposits of eligible checks and Items (eligible checks and items are limited to personal checks, money orders, business checks, cashiers checks, traveler's checks payable in U.S. Dollars and drawn on U.S. banks or US Postal Service Money Orders, payable to the Customer, by using a capture device, including a desktop scanner or mobile device (hereinafter referred to as a "Scanner "), to create an electronic image of an original paper check or item and other paper source documents (collectively, "Item ") and transmitting the image of the Item ( "Image ") and related data to Bank. As part of the Service Customer must use software and hardware provided by or acceptable to Bank. Customer is solely responsible for the Image and any information or data transmitted, supplied or key- entered by Customer employees or Its agent. Before any Image of an Item is transmitted to the Bank, the Item shall be endorsed with the legend "For Deposit Only" and the Customer's name or account number unless otherwise provided for by the Bank. (a) Customer agrees that after the Image of the Item has been created and transmitted to the Bank for deposit, Customer shall not otherwise transfer or negotiate the original Item, substitute check or any other image of the Item. Customer further agrees that Customer shall be solely responsible for the original Items, including storage, retrieval and destruction. Customer must have in place policies and procedures for the secure storage and destruction of the original Items. (b) Customer agrees that a copy made from the Image or substitute check of the Item, as defined by federal law, will become the legal representation of the Item for all purposes, including return item processing. (c) If Bank receives the submitted deposit transmission no later than the Bank's designated cut off time (the "Cutoff Time') on a day that the Bank is generally open for business, i.e., Monday through Friday excluding weekends and state or federal holidays ( "Business Day "), Bank will consider that Business Day to be the day of deposit. If Bank receives the submitted deposit transmission after the Cutoff Time or on a non - Business Day, the deposit will be considered to be made on the next Business Day. Whether the Cutoff Time has been met will be determined by the time displayed on the Bank's internal system clocks which may not necessarily be synchronized with the internal clock displayed on Customer's computer or device. For this reason, Bank suggests that Customer submit Its deposit transmissions to Bank sufficiently in advance of the Cutoff Time to avoid the possibility of missing the Cutoff Time. (d) The term of the Service is two (2) years. After the expiration of the initial two year term, the Service shall continue on a month to month basis. (e) Customer is responsible for making certain that only Images of eligible Items are sent to Bank through this Service. Any Image of an Item sent through this Service that is not eligible as set forth in Section 2 above will be handled at Customer's sole risk and liability. (f) Subpart B of Federal Regulation CC (availability of funds) does not apply when electronic images of Items are transmitted to Bank. Funds from deposits made via this Service will be available in accordance with the availability schedule for the Service. However, Bank may apply additional delays on the availability of funds based on any other factors as determined in the Bank's sole discretion. (g) Customer agrees that Scanners used as a part of this Service are only to be used at locations within the United States, 3. Item Processing. If the submitted deposit transmission with respect to any Item does not comply with the Bank's or its processor's requirements for item type submitted, content, batch size and /or format, Customer shall be responsible for any loss related to the processing of such Item, including if the Bank, in its sole discretion: (a) further transmits the Item or data in the form received from Customer; PN: 1298505 DOC ID: 3 Page 28 of 39 55E -335 I pill, Mil (b) repairs or attempts to repair the Item or data and then further transmits it; (c) processes the Item as a photocopy in lieu of the original; or (d) returns the Item or data to Customer unprocessed and charges back Customer's account. 4. Warranties. Customer represents and warrants to Bank that: (a) any Image Bank receives accurately and legibly represents all of the information on the front and back of the original Item as of the time the original Item is truncated; (b) the information Customer transmits to Bank corresponding to an Item contains a record of all applicable MICR -line information required for a substitute check and the accurate amount of the Item; (c) the Image conforms to the technical standards for an Electronic Item set forth in Regulation J and Federal Reserve Bank operating circulars and for a substitute check set forth in Regulation CC; (d) no person will receive a transfer, presentment, or return of, or otherwise be charged for, the Item (either the original Item, or a paper or electronic representation of the original Item) such that the person will be asked to make payment based on an Item it has already paid; (e) Customer will not redeposit through this Service any Item previously deposited and returned to Customer unless Bank advises Customer otherwise; (f) Customer will employ commercially reasonable security measures and frewalls sufficient to protect transmissions and storage to ensure no unauthorized access or duplicate presentment; (g) Customer will only transmit Images created from original paper Items; and (h) Customer will comply with all laws and regulations applicable to Customer in its use of the Service and not use the Service for any purpose prohibited by foreign exchange regulations, postal regulations or any other treaty, statute, regulation or authority. 5. Computer Equipment; Browser Access and Internet Services. Customer is responsible for obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System ") necessary for Customer to access and use the Service in accordance with the Bank's recommended system configuration.. This responsibility includes, without limitation, Customer's utilizing up -to -date web - browsers and the best commercially available encryption, antivirus, anti - spyware, and internet security software. Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet and Customer hereby expressly assumes such risks, including, but not limited to those Bank may disclose in its educational materials. Customer acknowledges that Customer is responsible for the data security of the Systems used to access the Service, and for the transmission and receipt of information using such Systems. Customer acknowledges that it has made an independent assessment of the adequacy of the Internet and Systems in connection with the use of the Service and that Customer is satisfied with that assessment. Customer agrees that the presence of any malware, including, without limitation, any keystroke logger type of malware, on any of Customer's computers shall be presumed, unless proven otherwise by clear and convincing evidence by Customer, to constitute the failure by Customer to fulfill its duty at all times to maintain the proper functioning, maintenance and security of its own systems, services, software and other equipment, and to be the cause of any damage, loss, expense or liability which may be suffered or incurred by Customer. Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer and the Customer is responsible for all fees associated therewith. Bank disclaims all risks related thereto and makes no endorsement thereof, notwithstanding that the Bank may recommend certain security and /or communications software and services or provide a link to a third party site where Customer may download software. 6. Security Devices. In order to communicate electronically with Bank whether via the Internet, or otherwise, to access information or effect transactions in connection with the Service, Customer shall utilize identification codes, passwords, authorization, authentication and /or encryption algorithms, tangible or intangible security tokens, cookies, digital signatures and private or public keys (individually a "Security Device" and collectively the "Security Devices ") to be issued or approved by Bank from time to time. To prevent unauthorized access to Customer's accounts and to prevent unauthorized use of the Service, Customer agrees to protect and keep confidential the Security Devices used for accessing Customer's accounts via the Service. If Customer believes someone may attempt to use or has used the Service without Customer's permission, or that any other unauthorized use or security breach has occurred, Customer agrees to immediately notify Customer's relationship officer. 7. Product Rights (a) Grant of License. To the extent Bank or its licensors make any software available to Customer via download on its website or by any other means for use in conjunction with the Service, Bank hereby grants, and Customer hereby accepts, for the term of these Service Terms, a non - exclusive, non - assignable, non - transferable, limited right and license to use the proprietary computer software products in object code and any associated documentation ( "Products ") for use only directly in conjunction with its permitted use of the Service, PN: 1298505 DOC ID: 3 55E -336 Page 29 of 39 I N111 Mil (b) Title. Except for the license granted to Customer hereunder, all rights and title in and to the Products, including any improvements, modifications, and derivative works, will at all times remain with Bank or its licensors, and Customer shall acquire no rights in the Products. (c) Use of Products. i) Customer agrees that the Products will be used only by Customer and Customer's Affiliates, provided that each Affiliate agrees to be bound by the terms hereof and further that Customer will be liable for Customer's Affiliates' acts and omissions in connection with the Products. For purposes of this Agreement, "Affiliates" means those entities that control, are controlled by or are under common control with Customer. For purposes of this definition, "control" (including with correlative meaning, controlled by, and under common control with) means the possession, directly or indirectly, of greater than a 50% ownership interest in an entity. ii) Except as otherwise expressly provided herein, Customer will not copy, modify, or create derivative works of the Products or display, assign, sublicense, distribute, or otherwise transfer any interest In this Agreement or the Products to any third party. iii) Customer will not, and will not permit others to, reverse engineer, reverse - compile, or reverse - assemble the Products or otherwise attempt to obtain source code for the Products. iv) Customer shall use the Products solely for Customer's internal business purposes. For purposes of this clause, the expression "Internal business purposes" will in no circumstance include time sharing, rental, or service bureau purposes, or the sale, marketing or (except as otherwise expressly provided herein) commercial exploitation of the Products. v) Customer will notify Bank in writing regarding any unauthorized use or disclosure of the Products immediately after it becomes known to Customer. vi) Customer acknowledges that the Products constitute trade secrets and represent significant economic and commercial value to Bank and /or its licensors and must be maintained as secret, confidential and proprietary. Customer agrees that copyright legends borne by the Products in no way reduce the trade secret, proprietary and /or confidential nature thereof. Customer will take all reasonable steps to safeguard the Products to ensure that no unauthorized disclosure or use is made, in whole or in part, and will use at least the same degree of care to prevent the unauthorized use, disclosure or availability of the Products as Customer ordinarily use in protecting Customer's own most valuable confidential and proprietary information. Customer will not remove or alter any copyright or other proprietary legends contained on the Products. vii) Customer obligations under this Section survive termination of these Service Terms. (d) Installation, Training and Maintenance. Customer will be solely responsible for the installation, training, maintenance and use of the Products. It is Customer's (and expressly not Bank's) responsibility to establish reasonable backups, accuracy checks and security precautions to guard against possible malfunctions, loss of data and unauthorized access. (e) Patent Infringement. In the event the Products become, or in Bank's opinion are reasonably likely to become, the subject of a claim of infringement, Customer will allow Bank, at its option and expense, to replace the Products with a non - infringing alternative, modify the Products so that they become non - infringing or terminate the license. (f) Risk of Loss. Customer will bear the entire risk of loss, destruction and damage to the Products from any cause whatsoever, and no such loss, destruction or damage shall impair any of Customer obligations hereunder which shall continue in full force and effect. 8. New Features. Bank may, from time to time, introduce new features to the Service or modify or delete existing features in its sole discretion. Bank shall notify Customer of any of these changes to features if Bank is legally required to do so. By using any new or modified features when they become available, Customer agrees to be bound by the rules concerning these features. 9. Audit Rights. Customer agrees that Bank has the right to audit Customer's processes and procedures for managing and maintaining the security and safety of the scanner, the transmission of the images and the original Items as defined below and that Bank has the right to audit Customer's physical locations where the scanners are used and original items are stored as well as Customer's processes for secure destruction of the original Items. 10. Indemnification. In addition to the indemnities contained in the Account Documentation, Customer agrees to defend, indemnify and hold Bank, its officers, affiliates, employees and agents harmless from any actions, claims, losses, demands, liabilities, litigation or damages (including reasonable attorneys' fees) arising from or in connection with: (a) Customer's breach of any of the warranties made by Customer pursuant to these Service Terms, (b) Customer's use of the Service or the use of the Service by anyone using Customer's Security Device in breach of its obligations to any third party or applicable law, or PN: 1298505 DOC ID: 3 Page 30 of 39 55E -337 I pill, ffil (c) Customer's violation of these Service Terms or the rights of any third party (including, but not limited to, privacy rights) 11. Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE ". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICES ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON - INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICES THE BANK AND ANY THIRD PARTY VENDOR DO NOT WARRANT OR GUARANTY THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICES WILL BE ERROR -FREE OR UNINTERRUPTED. 12. Limitation of Liability. (a) In no event will Bank's liability under these Service Terms for any damages of any kind exceed an amount equal to the fees the Customer paid Bank for the Service during the twelve (12) months preceding the date on which Customer made the corresponding claim. If Customer makes a claim during the first twelve (12) months of service, Bank's liability will be limited to the average monthly fee Customer paid during that time multiplied by twelve. (b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR WHERE THE LAW REQUIRES A DIFFERENT STANDARD, BANK SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO THE SYSTEM, EQUIPMENT, BROWSER AND /OR THE INSTALLATION OR MAINTENENACE THEREOF, ACCESS TO OR USE OF THE ONLINE SERVICE, FAILURE OF ELECTRONIC OR MECHANICAL EQUIPMENT, THE INTERNET, THE SYSTEM, OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS, BUGS, ERRORS, CONFIGURATION PROBLEMS OR INCOMPATIBILITY OF COMPUTER HARDWARE, SOFTWARE, THE INTERNET, OR THE SYSTEM, FAILURE OR UNAVAILABILITY OF INTERNET ACCESS, PROBLEMS WITH INTERNET SERVICE PROVIDERS, PROBLEMS OR DELAYS WITH INTERMEDIATE COMPUTER OR COMMUNICATIONS NETWORKS OR FACILITIES, PROBLEMS WITH DATA TRANSMISSION FACILITIES OR ANY OTHER PROBLEMS CUSTOMER EXPERIENCES DUE TO CAUSES BEYOND BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL, AND CUSTOMER IN ORDER TO HOLD BANK LIABLE SHALL HAVE THE BURDEN OF PROOF TO ESTABLISH BY CLEAR AND CONVINCING EVIDENCE THAT ANY DAMAGE SUFFERED OR INCURRED BY CUSTOMER WAS FROM A CAUSE THAT WAS WITHIN BANK'S DIRECT, EXCLUSIVE AND REASONABLE CONTROL. 13. Miscellaneous. (a) If Customer cancels the Service before the expiration of two (2) years, Customer shall pay an early cancellation fee of $500.00 for each scanner not paid for in full at the time the Service is implemented. (b) In addition to other termination rights set forth in the Account Documentation, Bank may terminate the Service immediately if Customer breaches any warranty set forth in these Service Terms. (c) If the Service is cancelled or terminated for any reason, Customer shall uninstall any software or hardware from its computer systems which was provided to Customer as part of the Service or assume the risk of any loss that could have been prevented by Customers compliance with this provision. (d) The provisions of sections 2, 4, 7, 10, 11 and 12 shall survive termination of these Service Terms. I. Check Print The Check Print Service enables the Customer instruct the Bank to create and mail checks and /or documents on behalf of the Customer. Print Orders. The Bank will execute each print order requested by the Customer which is received by the Bank in a manner described in these Service Terms or as otherwise provided by the Bank (the "Print Order "). Print Order information shall include payee names and addresses. Customer agrees that it will not include any other personally identifiable information or any protected health information in its Print Orders. Print Orders may include printing of non - payment documents ( "Documents ") if agreed to by the Bank based upon these Service Terms. 2. Check PUI I Requests. For any Print Order received by the Bank, the Customer may request the Bank to pull a check(s) from processing by completing the Bank's manual check pull request form ( "Check Pull Request "); provided, however, that a Check Pull Request will not be effective unless and until it is received by the Bank in the form required and the Bank has had a reasonable time to act upon such request. A Print Order may not be amended or modified. The Bank has no obligation to adjust or stop the payment or posting of a Print Order it has accepted. PN: 1298505 DOC ID: 3 55E -338 Page 31 of 39 I R ill I Willl 3. Receipt of Print Orders. The Customer shall transmit Print Orders to Bank to the location and in compliance with the formatting and other requirements of the Bank set forth in its operating procedures. Bank may reject any Print Order that does not comply with these Service Terms. 4. Issuance of Checks /Documents. For each Print Order accepted by the Bank, the Bank will: (a) cause a check to be printed and completed; (b) cause a laser facsimile signature authorized by the Customer to be placed on the check; (c) if agreed upon, cause other documents to be completed and included with the check issuance ("Documents "); and (d) mail or send the check by courier along with any Documents as agreed upon (collectively, the "Issuance "). The Customer expressly grants the Bank the authority to create and process such Issuances. 5. Notice of Rejection. The Bank will promptly notify the Customer if a Print Order is rejected by the Bank and will advise the Customer as to the reason. The notice or advice shall be deemed commercially reasonable if made available through the Check Print Service or given electronically, orally, by telephone or facsimile transmission. 6. Control. The Bank is not responsible or liable for the detection of errors contained in any Print Order as received from the Customer and is entitled to rely on the information contained therein. 7. Reliance Upon Instructions. The Customer is responsible for, and the Bank may rely upon, the contents of any notice or instructions that Bank believes in good faith to be from the Customer without any independent investigation. The Bank shall have no duty to inquire into the authority of the individual giving such notice or instruction. In the event the Bank receives conflicting notices or instructions, the Bank is authorized to act on either the notice or instruction, or it can refuse to act. No restriction on the Bank's acceptance of any Print Order will be binding on the Bank, except as set forth in these Service Terms unless agreed to in writing by the Bank and the Bank has had a reasonable opportunity to act upon such change. 8. Limitation of Liability. The Bank's liability shall be limited to direct damages caused by the Bank's failure to use reasonable care. Reasonable care in providing the Check Print Service shall be measured by the relevant provisions of any service levels or business requirements and the standard of reasonableness of the procedures established for the transaction involved. Mere inadvertence or honest mistake of judgment shall not constitute a failure to perform such obligations or a failure to exercise reasonable care and in no case will be deemed wrongful. 9. Cashier's Checks. If the Bank creates cashier's checks under the Check Print Service, the following additional terms will apply: (a) Customer will send the cashier's check print file information ( "File Information ") to the Bank by the Bank's cut off time on a given day ( "Day One'); (b) the Customer authorizes the Bank to debit the Customer's designated account ( "Funding Account ") for the amounts shown on the File Information on Day One; (c) as the cashier's checks from the File Information are being processed, the account reconciliation issue file ( "ARP File ") must match the date of funding found in the File Information of the next banking day ( "Day Two "); (d) for any cashier's check for which there is insufficient funds in the Funding Account on Day One to fund the purchase of the cashier's check, the Bank is authorized to reject the creation of such cashier's check; (e) fully funded cashier's checks will be printed on Day Two; (f) if the Customer is using one of the Bank's online services, Customer will be able to view information regarding the cashier's checks which were funded and created and those that were rejected; (g) any Information from the File Information which can not be used to create a cashier's check will be communicated to the Customer for further research and reconciliation; (h) if any cashier's check is returned as undeliverable, the cashier's check will remain outstanding in the Bank's cashier's check account and escheated according to applicable laws and regulations. If the payee of a cashier's check claims that the cashier's check was lost, stolen or destroyed before the funds are escheated, such claim will be handled in accordance with the Bank's procedures. J. ACH Tax Payment 1. Service. Bank will provide a service (the "Service ") whereby Customer can direct Bank, via touchtone telephone or internet platform, to make tax payments through the automated clearing house (ACH) system from an account with Bank that Customer specifies. Customer may use the service to pay: • any federal taxes covered by the Federal Tax Deposit Coupons (Form 8109) that Customer has executed and delivered to Bank from time to time; • certain state taxes; and • certain municipal taxes. Bank may pay taxes from Customer's account in accordance with any instructions issued in Customer's name that Bank verifies pursuant to the security procedures specified in these Service Terms. In using the Service, Customer agrees to comply with and be bound by the Operating Rules of the National Automated Clearing House Association ( "NACHA Rules'). 2. Receipt of Instructions and Cancellations. Customer may issue instructions and cancellations only during service hours that Bank specifies, and Customer acknowledges that Bank may change such service hours upon prior notice to Customer. Bank must receive instructions, PM 1298505 DOC ID: 3 Page 32 of 39 55E -339 I pill, Mil including but not limited to payment cancellation instructions, not later than 6:00 p.m. ET (or such other time as Bank specifies) on the Business Day prior to the day on which the tax payment is due. For purposes of this Section, "Business Day" means a day on which the Bank is open for business in its New York office. Instructions received after such time shall not be processed until the following business day and Customer shall be liable for any charges, fees or costs associated with such payment. Bank may reject or delay processing of a tax payment if the request is not complete or is Inaccurate or otherwise does not meet the criteria Bank specifies for acceptance herein or in the User Guide (as hereafter defined). The Service is not designed or intended to be used for any ACH tax payment that is required to be formatted as an "International ACH Transaction" (or IAT) under the NACHA Rules. Customer agrees not to use or attempt to use the Service to originate any ACH tax payment that is required to be formatted under the NACHA Rules as an "International ACH Transaction" (or IAT). Customer shall indemnify and hold Bank harmless from and against any and all claims, demands, losses, fines, penalties, damages, liabilities and expenses, including, without limitation, legal fees and expenses, resulting directly or indirectly from any ACH tax payment processed or requested to be processed by Customer via the Service which should have been formatted under the NACHA Rules as an IAT. 3. Tax Payment Security Procedures. (a) A Bank - issued or approved access code and PIN and /or other security device ( "Security Device') is required to access the Service. The Customer shall be bound by and adhere to the security procedures and other procedures for use of the Service advised to it in writing through any medium by the Bank, as may be revised from time to time upon notice to the Customer (the "User Guide'). The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device or any other breach of security. The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees that any use of the Service with a Security Device is deemed to be carried out directly by and on behalf of the Customer. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User (as defined below) to do the same. (b) This Section 3(b) applies to use of the Service through the designated internet platform, but does not apply to touchtone telephone access. Customer shall designate an administrator (the "Administrator') who shall have authority in accordance with the operational instructions for the Service provided to Customer in the User Guide. Customer agrees to notify Bank of any change in Administrator in the manner and form designated by Bank. Any such changes shall be effective at such time as Bank has received such notice and has had a reasonable opportunity to act upon it. In accordance with the procedures contained in the User Guide, the Administrator shall be responsible for (i) designating individuals as users ( "Authorized Users "); (ii) identifying the functions of the Service; (iii) requesting, creating, controlling, disseminating, and /or canceling user entitlements; (Iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each Authorized User of his /her obligations hereunder and under the User Guide, The Administrator shall provide to the Bank, upon the Bank's request, a list of Authorized Users, 4. Open Network Access. The Customer acknowledges that there are certain security, corruption, transmission error and access availability risks associated with using open networks such as the internet, and the Customer assumes all such risks. The Customer shall make an independent assessment of the adequacy of the internet and the Bank's security procedures. The Customer further acknowledges that the selection and use by it of any third party security and communications software and third party service providers is the sole responsibility of the Customer, and the Bank disclaims all risks related thereto, notwithstanding that the Bank may recommend certain security and /or communications software and services. The Customer agrees to, at its sole expense, procure and maintain all hardware, browsers, software and telecommunications equipment necessary to access the Service in accordance with the Bank's recommended system configuration. 5. Funding. Customer authorizes Bank to debit Customer's applicable account for the amount of each tax payment and for any applicable bank fees and charges when due. In the event Customer does not have sufficient funds in Customer's applicable account to cover the amount of a tax payment, Bank shall have no obligation to make the tax payment for Customer. Bank may require Customer to pay Bank the amount of each tax payment on the date of transmission of the tax payment instruction or otherwise prior to the tax payment due date. Bank may from time to establish or revise maximum dollar limits for the total value of all outstanding files of tax payments that Bank will release on customer's behalf. Bank may change or cancel the limits any time without prior notice to Customer, although Bank will try to notify Customer before Bank does that. Funds Bank receives and holds pursuant to the Service shall be held as a deposit liability to Customer and not in trust for Customer or the taxing authority, 6. Warranties; Indemnity. Except as specified below, Customer will be deemed to make the same warranties to Bank as Bank makes pursuant to the NACHA Rules although Customer will not be deemed to warrant the power of the Bank under applicable law to comply with the requirements of the NACHA Rules or the conformity of tax payments and other data Bank transmits to the file specifications contained in the NACHA Rules. Customer further represents and warrants to Bank that: (i) Customer shall not access the Service from any jurisdiction in which the Service is not authorized; and (ii) each tax payment Customer originates will comply with applicable U.S. laws and regulations and Customer acknowledges that payments may not be initiated that violate the laws of the United States. Customer agrees to indemnify Bank and Bank's employees, officers, directors and agents, and hold all of them harmless from and against any and all claims, demands, losses, liabilities or expenses (including attorney's fees and costs) resulting directly or indirectly from (a) Customer's breach of any warranty made under this Section and (b) compliance by Bank with any request Customer makes for a cancellation, stop payment, reversal or recall of any tax payment. Bank shall have no responsibility for any delay by any ACH Operator (as such term is defined in the NACHA Rules) or taxing authority in processing any tax payment Bank transmits to such entity or failure by such entity to process or apply any tax payment. 7. Stop Payments; Reversals and Recalls. Customer's instruction to stop payment of, reverse or recall one or more tax payments must be received by Bank in such time and manner as Bank specifies. Bank will process these transactions in accordance with Bank's PIN: 1298505 DOC ID: 3 55E -340 Page 33 of 39 I Mill, 0 lll procedures advised to Customer. Any reversal or recall initiated by Bank is subject to acceptance by the relevant taxing authority. Tax payment instructions may not be amended or modified. 8. Payment Limits. Bank may from time to time establish or revise (a) maximum dollar limits for each payment to be made by the Customer to a specified taxing authority, and (b) aggregate limits for all payments to be made by the Customer to a specified taxing authority within a 24 -hour period. Bank may change or cancel the limits at any time without prior notice to Customer, although Bank will endeavor to give prior notice to Customer, Bank may require Customer to pay Bank the amount of any tax payment on the date of transmission to Bank or otherwise prior to the settlement date. Bank also may require Customer to maintain collateral with Bank in an amount Bank specifies. 9. Limitation of Liability. Bank's maximum aggregate liability in connection with the Service shall be limited as provided in the Account Documentation (as defined in Section 9 below) and shall be further limited to the lesser of the amount of any penalty or interest actually imposed by the applicable taxing authority or the total fees Customer paid Bank during the prior 12 months. 10. Incorporation of Account Documentation; Termination. The Bank's terms governing the operation of business accounts and services ( "Account Documentation ") are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. In addition to Bank's termination rights under the Account Documentation, Bank shall have the right to terminate or suspend these Service Terms and the Service upon notice to Customer in the event of Customer's breach of the NACHA Rules, K. Client Access 1. Service The Bank will provide a service (the "Service ") for electronic access to the Customer's account information, reports and data (collectively, "Data ") and for the electronic transmission to the Bank of messages, service requests, and payment and non - payment instructions (each an "Instruction ") and from the Bank of messages, notifications and alerts, via the online (including mobile) and host -to- host /file transfer channels, The Bank reserves the right to modify the applications and products (each an "Application ") available via the Service, upon notice to the Customer. 2. Security Procedures and Other Controls 2.1. Security Procedures. The security procedures for each channel are as set forth below, as may be modified on notice to the Customer through any medium (each, a "Security Procedure "). Any Instruction, the authenticity of which has been verified through a Security Procedure, shall be effective as that of the Customer, whether or not authorized, and notwithstanding that the Instruction may result in an overdraft of an Account. Administrative Procedures (as defined in Section 2.2 below) and unilateral Bank controls shall not be deemed to be Security Procedures for purposes hereof unless explicitly identified as such in writing. a. Online Channel. The Security Procedure for verifying payment Instructions issued (released) via the online channel is validation of an identification code and confidential password of an Authorized User (as defined in Section 2.4 below) and a token code generated by a Bank issued or approved security device ( "Security Device') assigned to that Authorized User; provided that the Security Procedure for verifying payment Instructions issued (released) via the mobile application is validation of the registration of the mobile device, a biometric identifier and the private swipe key of an Authorized User. b. Host- to- Host/File Transfer Channel. The Security Procedure for verifying payment Instructions issued (released) via the host -to- host /file transfer channel is authentication of a digital signature using a Signature Certificate, as set forth in Section 8 below. In addition to the Security Procedures described above, the applicable Security Procedure also includes transaction review based on various risk characteristics. The transaction reviews will be conducted in accordance with commercially reasonable protocols selected by the Bank. Additional authentication from the Customer, such as call -back verification, may be required to complete certain transactions identified by the Bank through transaction review, The Customer shall notify the Bank immediately of loss or theft of a Security Device, any unauthorized use of a Security Device, or any other breach of security, including the compromise of a Certificate (as defined below). The Bank may dishonor or disable any Security Device at any time and will inform the Customer of the same. The Customer agrees to safeguard all Security Devices and to instruct each Authorized User to do the same. The Customer will be responsible for ensuring that the Security Devices are known to and used only by Authorized Users. 2.2. Administrative Procedures. The Bank offers numerous controls that the Customer may implement to reduce the risk of erroneous or unauthorized transactions ( "Administrative Procedures'). These procedures, which may include account and transaction limits, single machine registration and IP filtering, among others, may be supplemented and modified by the Bank from time to time. 2.3. Security Administrator Designation. The Customer shall designate security administrators who shall have equal authority in accordance with the administrative control procedure for each Application and /or the authority to add, update or delete security keys in connection with the host -to- host /file transfer channels. The Customer agrees to notify the Bank of any change in security administrators in the manner and form designated by the Bank. Any such changes shall be effective at such time as the Bank has received such notice and has had a reasonable opportunity to act upon it. PN: 1298505 DOC ID: 3 Page 34 of 39 55E -341 I lill, ffil 2.4. Security Administrator Responsibilities. The security administrators shall be responsible for (1) designating individuals as users ( "Authorized Users"); (ii) identifying the functions of the Service, including the Mobile Application (as defined in Section 7 below), that each user may access; (iii) requesting, creating, controlling, disseminating, and /or canceling user entitlements; (iv) receiving and distributing materials, notices, documents and correspondence relating to the security procedures; and (v) advising each user of his /her obligations hereunder or under any of the applicable Account Documentation (as defined in Section 6 below). The security administrators shall provide to the Bank, upon the Bank's request, a list of Authorized Users. In the absence of a valid designation of a security administrator at any time, the Bank may deliver Security Devices and materials to any person authorized to act on behalf of the Customer with respect to the accounts. 2.5. Processing. The application of the Security Procedures and any unilateral controls implemented by the Bank may cause delays in processing Instructions or result in the Bank declining to execute an Instruction. 3. Open Network Access; Equipment THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE ". TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, WITH REGARD TO THE SERVICE ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND COURSE OF DEALING OR USAGE OF TRADE OR WARRANTIES OF NON - INFRINGEMENT OR WARRANTIES AS TO ANY RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICE. TO THE EXTENT THAT ANY IMPLIED WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, ANY SUCH IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE INITIAL DELIVERY DATE OF THE RELEVANT SERVICE. THE BANK AND ITS THIRD PARTY DATA AND SERVICE PROVIDERS DO NOT WARRANT OR GUARANTEE THE SECURITY, SEQUENCE, TIMELINESS, ACCURACY OR COMPLETENESS OF THE DATA OR THAT ANY PART OF THE SERVICE WILL BE ERROR -FREE OR UNINTERRUPTED. The Customer is responsible for, at its sole expense, obtaining, installing, maintaining and operating all browsers, software, hardware, telecommunications equipment or other equipment (collectively, "System ") necessary for the Customer to access and use the Service in accordance with the Bank's recommended system configuration. The Customer shall at all times maintain current and effective anti -virus and anti - spyware software and shall take all reasonable measures to maintain the security of its System. The Customer acknowledges that there are certain security, corruption, transmission error, and access availability risks associated with using open networks such as the Internet. The Customer further acknowledges that it has made an independent assessment of the adequacy of the Internet, the System and the Security Procedures in connection with the use of the Service. The Customer assumes all risks associated with the operation, performance and security of its System and the use of open networks, and the Bank disclaims all such risks. The Bank makes no endorsement of any System or third party site, notwithstanding that the Bank may recommend certain Systems or provide a link to a third party site where the Customer may download software. 4. Instructions; Data 4.1. The Customer shall be solely responsible for the genuineness and accuracy, both as to content and form, of all Instructions properly received by the Bank. 4.2. The Customer acknowledges that Data may not have been reviewed by the Bank, may be inaccurate, and may be periodically updated and adjusted. The Bank is not obligated to assure the accuracy of Data and will not be liable for any loss or damage arising out of the inaccuracy of Data. Further, the Bank shall have no liability for the receipt or viewing by any party of Data sent to the destinations designated by the Customer, including but not limited to email addresses, fax and telephone number(s). 5. Customer Warranties The Customer represents and warrants to the Bank that: (i) prior to submitting any document or Instruction that designates Authorized Users, the Customer shall obtain from each individual referred to in such document or Instruction all necessary consents to enable the Bank to process the data set out therein for the purposes of providing the Service; (ii) the Customer has accurately designated in writing or electronically the geographic location of its Authorized Users and shall provide all updates to such information; and (iii) the Customer shall not access the Service from any jurisdiction which the Bank informs the Customer or where the Customer has knowledge that the Service is not authorized. The Customer hereby represents and warrants to the Bank that these Service Terms constitute its legal and binding obligations enforceable in accordance with its terms. 6. Miscellaneous 6.1. The additional jurisdiction specific provisions set forth in the attached Exhibit are applicable to the Customer based on the domicile of the Customer. Where any local laws or regulations of any jurisdiction apply as a result of the Customer's Authorized Users accessing the Service from such jurisdiction or as a result of the location of such accounts in such jurisdiction, the jurisdictional specific provisions of that jurisdiction shall apply to the use of the Service by such Authorized Users, The Bank's terms governing the business accounts and services, including service terms that govern the Bank's processing of Instructions transmitted via the Service ( "Account Documentation "), are incorporated herein, as the same may be amended from time to time. If and to the extent that there is a conflict between the Account Documentation and these Service Terms, the provisions of these Service Terms shall prevail. PN: 1298505 DOC.ID: 3 55E -342 Page 35 of 39 I Pill 511111 6.2. These Service Terms shall be governed by and construed in accordance with the laws of the State of New York, USA (without reference to the conflict of laws rules thereof). 6.3. All disputes arising outside the United States relating to or in connection with these Service Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The place of arbitration shall be (i) Singapore where the dispute arises in Asia and (ii) London where the dispute arises elsewhere (other than the United States) and the arbitration shall be conducted in English. With respect to any dispute, suit, action or proceedings arising in the United States relating to these Service Terms, the Customer irrevocably submits to the non - exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the borough of Manhattan in New York City. 7. Mobile Application The Service is available via a Bank mobile application (any such application, including released modifications, updates, upgrades, successor and substitute software programs as may have been provided by the Bank to the Customer, a "Mobile Application "). 7.1. Accepting use of the Bank's SMS Text Notification Service and /or the Mobile Application service constitutes the Customer's authorization for the Bank to send Data, message notifications and alerts through any communication service providers, including both Internet and telecommunications providers, which shall each be deemed to be acting as the Customer's agent. Such providers may not encrypt communications. 7.2. Authorized Users may be required to accept an application agreement or license in order to download the Mobile Application. The Customer acknowledges that the Account Documentation shall in all cases govern the provision of these services. 7.3. The Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device. 8. Host -to- Host /File Transfer Services The Service is available via host -to- host/file transfer Services. The Customer and the Bank will use the following procedures for the use of a transport certificate, which establishes a secure session between the Bank and the Customer on the basis of the corresponding security key (the "Transport Certificate'), and a digital signature certificate, which authenticates transmitted files on the basis of the corresponding security key (the "Signature Certificate'). Each of the Signature Certificate and the Transport Certificate are referred to herein as a "Certificate" and the corresponding security key as a "Security Key ". 8.1. Customer Requests. The Customer shall comply with the Bank's procedures notified to the Customer for any request that the Bank add, update or delete a Security Key. The Customer may contact the Customer's customer service office (or other designated Bank representative as the Bank may direct) for assistance with any such request. Any request to add or update a Security Key shall include the applicable Certificate, a text file or other physical representation of the public Security Key of such Certificate and the requested date and time for the action to be taken, which shall be no earlier than two U.S. banking days after the Bank's receipt of the request. 8.2. Security Key Updates. The Bank shall have the right to rely on any request that the Bank believes in good faith to have been sent by the designated security administrator, notwithstanding that such security administrator may be a third party agent acting on behalf of the Customer. Upon successful validation of a Customer's request, the Bank will reply confirming receipt of the Security Key file and the scheduled date and time for the action to take place. Requests for security key additions, updates or deletions will be actioned during the course of normal business hours, Monday through Friday, 8:30 AM — 5:30 PM Eastern Time (United States). 8.3. Administrative Procedures: Certificate Requirements. The Customer agrees to comply with Bank's Administrative Procedures for Certificates, including the following: (1) Certificates must have a finite validity period, the maximum length of which is determined by the combined use of a Transport Certificate and a Signature Certificate. If digital- signature is applied to the file /payload, then the following applies: o The Signature Certificate validity period is limited to five years, provided that the Transport Certificate validity period is two years or less; OR o The Transport Certificate validity period is limited to five years, provided that the Signature Certificate validity period is three years or less. If no digital- signature is used, then the Transport Certificate validity period is limited to two years. (ii) No Certificate shall be accepted unless it adheres to the following cryptographic specification: PN: 1298505 DOC ID: 3 Page 36 of 39 55E -343 I Pill IRS Message digest: SHA -1, SHA -2, AES256 Asymmetric algorithm: RSA, DSS Asymmetric algorithm key length: 2048 bits or more 8.4. Certificate Expiration. Notwithstanding any courtesy notifications from the Bank regarding the Customer's impending Certificate expiration, the Customer acknowledges that it is the Customer's sole responsibility to update the Certificate prior to its expiration date. The Bank shall have no liability for any loss or damage (including, for the avoidance of doubt, any indirect, special, punitive or consequential damages or losses) arising from the Customer's failure to timely update its Certificate. To allow for proper execution of administrative procedures, and to prevent any lapse in service or emergency procedures, the Customer must request a Certificate change at least 30 days prior to actual Certificate expiration. PN: 1298505 DOC ID: 3 55E -344 Page 37 of 39 I pill, Will Jurisdiction Specific Provisions Exhibit A. Australia & New Zealand To the extent that any supply made by the Bank under these Service Terms is a taxable supply for the purposes of the Australian Goods and Services Tax, or that goods and services tax under the New Zealand Goods and Services Tax Act 1985 is payable in respect of any supply under this License Agreement, ( "GST "), the fees payable in respect of that taxable supply ( "original amount ") will be increased by the amount of GST payable in respect of that taxable supply. Customer must pay the increased amount at the same time and in the same manner as the original amount. B. Peoples Republic of China Any dispute arising from or in connection with these Service Terms shall be submitted to the China International Economic and Trade Arbitration Commission ( "CIETAC ") for arbitration which shall be conducted in accordance with its arbitration rules in effect at the time of applying for arbitration. The hearing place shall be Beijing. The arbitral award is final and binding upon both parties. C. Indonesia The Bank and the Customer agree that, for the effectiveness of any termination of these Service Terms or the Services provided hereunder, they hereby waive any provisions, procedures and operation of any applicable law to the extent a court order Is required for the termination of these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." D. Malaysia /Labuan -. (i) The following terms shall apply in relation to the Service where it is provided in relation to accounts in Malaysia /Labuan and /or where the Service is provided in Malaysia /Labuan: (a) Any references in the Service Terms to the term "Bank," shall mean J.P. Morgan Chase Bank Barred (for Malaysia) and J.P. Morgan Chase Bank, N.A., Labuan Branch (for Labuan). (b) The Customer acknowledges that It may, through its security administrators, create maximum limits (at a user entitlement level) in relation to funds transfers that may be conducted using the Service, to limit the Customer's risks Notwithstanding anything to the contrary in these terms, the Customer shall not be liable for any loss which is not attributable to or contributed to by the Customer. (ii) If the Service is to be accessed by a Customer (1) who is domiciled or incorporated in Malaysia (other than Labuan), or (2) in Malaysia (other than Labuan), that Customer undertakes not to access or utilize or attempt to access or utilize the Service provided by J.P. Morgan Chase Bank Berhad through any JPMorgan website other than http : / /www.jpmorganaccess.com.my. E. Republic of China (Taiwan) Section 7.3 shall be replaced by "Except for losses directly resulting from errors or delay caused by the Bank's gross negligence or willful misconduct, the Customer acknowledges that the Bank shall not be liable for any delays in any Data, message notification or alert delivered via any mobile device." The Customer acknowledges that it will take steps to ensure it enters into the correct website before attempting to access the Service. Notwithstanding anything to the contrary contained in these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms, the Bank shall have the right to proceed against the Customer in any other competent court in any other jurisdiction where the Customer's assets are situated from time to time and the Customer agrees to submit to the jurisdiction of any court so chosen by the Bank. The Customer further agrees to waive any objections on the ground of venue or forum non coveniens or any similar ground. The taking of proceedings in any jurisdiction shall not preclude the taking of proceedings in any other jurisdiction whether concurrently or not. The Customer irrevocably and unconditionally waives any objection it may now or subsequently have to the choice of venue of any legal action arising out of or relating to these Service Terms and the Account Documentation as applicable to the services provided under these Service Terms. The Customer also agrees that a final judgment against it in any such legal action shall be final and conclusive. PN: 1298505 DOG ID: 3 Page 38 of 39 55E -345 I pill, Wil F. European Union. The Customer acknowledges that it is not a "consumer" for the purpose of the European Union's Electronic Commerce Directive ( "ECD ") (i.e. that it is not an individual) and agrees that the Bank shall not be required to make any disclosures or do any other thing which a non - consumer may agree not to require under the UK rules and legislation implementing the ECD. For further information on the Bank, please see "Notice regarding EU e- commerce information" in the Terms & Conditions on http: / /www.jpmorgan.com. (1) The Bank will collect information about the Customer and the Customer's employees and agents (such as, without limitation, authorized signatory details) which may constitute personal data for the purposes of the Data Protection Act 1998 (the "Act") and other relevant data protection legislation. Such personal data may be collected by or on behalf of the Bank in a number of ways (the "Collection Methods'), including via documentation relating to the provision to or use by the Customer of electronic banking services, or via the Customer's use of such electronic banking services, and via other correspondence or communications between the Customer and the Bank. (ii) The Bank will use personal data collected by it or on its behalf via the Collection Methods for the following purposes (the "Purposes "), namely for the purpose of providing the services to the Customer in accordance with these Terms and the Product Terms, for the Bank's internal administrative purposes, for contacting the Customer about products and services which the Bank or other members of the Bank's group offer which the Bank believes may be of interest to the Customer, and as may be otherwise required by law or applicable regulatory or governmental authorities, and such purposes may include transfer of such personal data outside of the European Economic Area to the Bank's subsidiaries or other connected companies or to other organizations as may be required by law or other applicable regulatory or governmental authorities. (iii) The Customer shall ensure that any disclosure of personal data made by it or by its employees or agents via the Collection Methods which relate to the Customer's employees or agents is only made following notification by the Customer to data subjects of the Purposes for which their personal data may be processed by or on behalf of the Bank, and is otherwise fair and lawful. ©2011 JPMorgan Chase & Co. All RIghta Reserved, JPMorgan Chase Bank, N.A. Member FDIC. Eligibility for particular pmtlucts and services is subject to final determination by J.P. Morgan and/or its affiliates. PN: 1298505 DOC ID, 3 55E -346 Page 39 of 39 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: 6, 2016 TITLE: RESOLUTION TO ESTABLISH A CITY COUNCIL POLICY ON THE DISPLAY OF FLAGS AT CITY FACILITIES; RESOLUTION AUTHORIZING THE ANNUAL DISPLAY OF THE PRIDE FLAG AT CITY HALL (STRATEGIC PLAN NO. 5,6F) CITY MANAG RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED D As Recommended ❑ As Amended ❑ Ordinance on 1 " Reading C7 Ordinance on 2ri° Reading El Implementing Resolution 0 Set Public Hearing For _a CONTINUED TO FILE NUMBER 1. Adopt a resolution to establish a City Council policy on the display of flags at City facilities. 2. Adopt a resolution in accordance with such policy to authorize the annual display of the Pride Flag at City Hall to commemorate Harvey Milk Day and Lesbian, Gay, Bisexual, and Transgender Pride Month. DISCUSSION At the September 15, 2015 meeting, City Council voted to display the Pride Flag under the City of Santa Ana Flag at City Hall annually from May 22 through June 30 in commemoration of Harvey Milk Day and Lesbian, Gay, Bisexual, and Transgender (LGBT) Pride Month. Additionally, City Council directed staff to develop a broader policy regarding the display of other commemorative flags that City Council may authorize to be displayed for a period of time at City Hall. Staff recommended that such a policy be incorporated with a general policy regarding the ongoing display of all other flags at City facilities, including provisions for the display of flags at half -staff. At the April 5, 2016 meeting, staff presented a City Council Policy on the Display of Flags at City Facilities (flag policy), where the City Council expressed concerns regarding the scope of the proposed flag policy. City Council directed that the Legislative Council Committee review the proposed flag policy at their subsequent meeting and develop an equitable and broad policy for City Council consideration at a future meeting. At the July 12, 2016 meeting, the Legislative Council Committee reviewed and recommended that the proposed City Council policy be presented for City Council consideration with minor adjustments, including a time limit on the 55F -1 Resolution to Establish Flag Policy; Resolution to Authorize the Display of the Pride Flag December 6, 2016 Page 2 display of commemorative flags. To mitigate earlier concerns regarding the duration of the display of commerative flags, staff recommends that commemorative flags be displayed for a period of time that is reasonable or customary for the subject that is to be commemorated, but for no longer than 45 continuous days. Staff has prepared a resolution for the adoption of a City Council Policy on the Display of Flags at City Facilities (Exhibit 1). Contingent upon the adoption of this resolution, the City Council may adopt a resolution (Exhibit 2) to authorize the annual display of the Pride Flag in accordance with the proposed City Council policy. Consistent with the proposed flag policy, the display of all commemorative flags, including the Pride Flag, is to be authorized by adoption of a resolution. Historically, the City of Santa Ana has displayed flags in conformance with Federal and State statutes. The proposed City Council policy would augment existing practice by outlining standards for the display of the Flag of the United States, the California State Flag, the City of Santa Ana Flag, and the POW -MIA flag, as well as provide a process for the display of commemorative flags at City facilities. To ensure an equitable process, any interested Councilmember would be able to introduce, for City Council consideration, a commemorative flag to be displayed under the City of Santa Ana Flag at City Hall. The discussion of the commemorative flag would take place during a City Council meeting, providing an opportunity for Councilmembers to openly discuss the commemorative flag, while engaging the public to participate via public comments. At the direction of the City Council, staff would prepare a resolution authorizing the display of the commemorative flag, which would be presented at the subsequent meeting for City Council consideration. Upon City Council adoption of a resolution to authorize the display of a commemorative flag, the City would purchase the flag and display it below the City of Santa Ana Flag at City Hall. Commemorative flags would be displayed only by resolution of the City Council and as an expression of the City's official sentiments. Further, consistent with the City's vision, mission, and guiding principles, it would be expected that these flags incorporate themes of diversity, equity, social justice, and inclusion. The City's flagpoles are not intended to serve as a forum for free expression by the public. Rather, the City's flagpoles are to be used exclusively by the City, where the City Council may display a commemorative flag as a form of government expression. The City will not display a commemorative flag based on a request from a third party, nor will the City use its flagpoles to sponsor the expression of a third party. The Government Speech Doctrine, defined by the United States Supreme Court, establishes that a government organization, such as the City of Santa Ana, may advance its own expression without requiring viewpoint neutrality when the government itself is the speaker, so long as its expression does not show religious preference or encourage a certain vote in an election. Therefore, the City could, by adoption of a resolution, display a commemorative flag as a form of government expression, so long as the commemorative flag does not show religious preference or encourage a certain vote in an election. Consequently, when the City Council adopts a 55F -2 Resolution to Establish Flag Policy; Resolution to Authorize the Display of the Pride Flag December 6, 2016 Page 3 resolution to display a commemorative flag, the display of the commemorative flag would be an exercise of government expression, where the City is the speaker. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective 6 (focus projects and programs on improving the health and wellness of all residents.), Strategy F (incorporate health, wellness, and equity into all applicable policies and plans). FISCAL IMPACT There are no fiscal impacts associated with this item. Exhibits: 1. A Resolution of the City Council of the City of Santa Ana Adopting City Council Policy on the Display of Flags at City Facilities 2. A Resolution of the City Council of the City of Santa Ana Authorizing the Annual Display of the Pride Flag at City Hall to Commemorate Harvey Milk Day and LGBT Pride Month 55F -3 55F -4 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING CITY COUNCIL POLICY ON THE DISPLAY OF FLAGS AT CITY FACILITIES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On September 15, 2015, the City Council of the City of Santa Ana directed that the Pride, or Rainbow, Flag be displayed at City Hall annually from May 22 through the month of June to commemorate Harvey Milk Day and Lesbian, Gay, Bisexual and Transgender (LGBT) Pride Month. B. Concurrently, the City Council directed staff to develop a policy regarding the display of other commemorative flags that the City Council may authorize to have displayed from time to time at City Hall. C. It is desirable that such a policy be incorporated with a general policy regarding the ongoing display of federal, state, and City flags, as well as the POW -MIA Flag, at City facilities, including provisions for displaying flags at half -staff. D. The City's flagpoles are not intended to serve as a forum for free expression by the public, but rather for the display of federal, state, and city flags, the POW -MIA Flag, and any commemorative flag as may be authorized by the City Council as an expression of the City's official sentiments. Section 2. Purpose. This policy, which is attached as Exhibit 1, provides procedural guidance for (1) the display of the Flag of the United States, the California State Flag, and the City of Santa Ana Flag at City facilities; (2) the display of the POW -MIA Flag; and (3) the display of commemorative flags at City Hall. Section 3. Procedures. Flags are to be displayed in conformance with Federal and State statutes, including Title 4, Chapter 1 of the United States Code and Sections 430 through 439 of EXHIBIT 1 Resolution No. 2016 -xxx Page 1 of 5 55F -5 the California Government Code. Additionally, the standards below shall be followed regarding the display of flags. Section 4. Responsibility for Policy. The City Manager or his or her designee shall be responsible for ensuring the proper execution of this policy at all City facilities. Section S. Outdoor Display of Federal, State, and City Flags. (a) The Flag of the United States, the California State Flag, and the City of Santa Ana Flag may be flown from the same staff or may be flown from separate staffs as provided below. (b) When two or more flags are displayed from the same staff, the Flag of the United States shall always be at the peak of the staff. (c) When two flags are displayed from separate staffs, on the same level, the Flag of the United States shall be placed in the position of honor, to the right of the other flags as observed while standing directly in front of a building and facing out toward the flags. (d) When three or more flags are grouped and displayed from separate staffs, the Flag of the United States shall be at the center and at the highest point. The California State Flag shall be placed in the next position of honor, to the right of the Flag of the United States. (e) No other flag shall be placed above the Flag of the United States. (f) Flags shall be displayed during operating hours on all days on which the City is open for business, upon or in front of all City facilities equipped for display. (g) Flags shall not be displayed in inclement weather. However, all- weather flags may be displayed on a 24 -hour basis as long as they are illuminated during darkness. Section 6. Indoor Display of Federal, State, and City Flags. (a) When flags are displayed in an indoor location, the Flag of the United States shall hold the position of honor, in the front of the location. Any other flag displayed in the same location shall be placed on its own staff and to the right of the Flag of the United States, as observed while facing out toward the flags. (b) When grouped and displayed with other flags, the Flag of the United States shall be placed at the center and at the highest point among the flags. EXHIBIT 1 Resolution No. 2016 -xxx Page 2 of 5 55F -6 Section 7, POW /MIA Flag. (a) The POW /MIA Flag is a nationally recognized flag, created in 1971 and recognized by an act of Congress through the adoption of U.S. Public Law 101 -355, to represent concern of individuals who are identified as prisoners of war or missing in action. The POW -MIA Flag has become a symbol of commitment to achieving the fullest possible accounting for those in the future who may become prisoners of war, missing in action, or otherwise unaccounted for as a result of hostile action. (b) In accordance with the City's longstanding tradition, the POW /MIA flag shall be displayed at designated City facilities, including City Hall. Section 8. Commemorative Flags. (a) Commemorative flags may be displayed as an expression of the City's official sentiments. Consistent with the City's vision, mission, and guiding principles, it is expected that these flags incorporate themes of diversity, equity, social justice, and inclusion. (b) The City's flagpoles are not intended to serve as a forum for free expression by the public. The City will not display a commemorative flag based on a request from a third party, nor will the City use its flagpoles to sponsor the expression of a third party. (c) Commemorative flags shall be displayed only by adoption of a resolution of the City Council. (d) Commemorative flags shall be displayed for a period of time that is reasonable or customary for the subject that is to be commemorated, but no longer than 45 continuous days. (e) Commemorative flags shall be displayed at City Hall, exclusively under the City of Santa Ana Flag. Section 9. Flying Flags at Half- Staff. (a) The Flag of the United States shall be flown at half -staff in response to Presidential orders or proclamations, and instructions from the California State Governor. (b) The Flag of the United States shall be 'flown at half -staff upon the death of Federal or State officials or in the event of, or to commemorate an event of, nationwide significance on instructions from the President of the United States or Governor of California. EXHIBIT 1 Resolution No. 2016 -xxx Page 3 of 5 55F -7 (c) The Flag of the United States shall be flown at half -staff until noon on Memorial Day and then raised to full staff for the remainder of the day at City facilities operating on Memorial Day. (d) Whenever the Flag of the United States is flown at half -staff, all adjacent flags shall be flown at half -staff. Section 10. 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 611 day of December, 2016. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney - - By: - _ J n M. Funk Assistant City Attorney AYES Councilmembers NOES: Councilmembers ABSTAIN`. Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor EXHIBIT 1 y �� Resolution No. 2016 -xxx Page 4 of 5 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council do hereby attest to and certify the attached Resolution No 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on December 6, 2016. Date Clerk of the Council City of Santa Ana EXHIBIT 1 55F -9 Resolution No. 2016 -xxx Page 5 of 5 55F -10 City Council Policy on the Display of Flags at City Facilities Purpose This policy provides procedural guidance for: (1) the display of the Flag of the United States, the California State Flag, and the City of Santa Ana Flag at City facilities; (2) the display of the POW -MIA Flag; and (3) the display of commemorative flags at City Hall. Procedures Flags are to be displayed in conformance with Federal and State statutes, including Title 4, Chapter 1, of the United States Code and Sections 430 through 439 of the California Government Code. Additionally, the standards below shall be followed regarding the display of flags. Responsibilities The City Manager or his or her designee shall be responsible for ensuring the proper execution of this policy at all City facilities. Standards 1. Federal, State, and City Flags A. Outdoor Flags The Flag of the United States, the California State Flag, and the City of Santa Ana Flag may be displayed from the same staff or may be displayed from separate staffs as follows: a) When two or more flags are displayed from the same staff, the Flag of the United States shall always be at the peak of the staff. b) When two flags are displayed from separate staffs and on the same level, the Flag of the United States shall be placed in the position of honor, to the right of the other flags as observed while standing directly in front of a building and facing toward the flags. c) When three or more flags are grouped and displayed from separate staffs, the Flag of the United States shall be at the center and at the highest point. The California State Flag shall be placed in the next position of honor, to the right of the Flag of the United States. d) No other flag shall be placed above the Flag of the United States. e) Flags shall be displayed during operating hours on all days on which the City is open for business, upon or in front of all City facilities equipped for display. f) Flags shall not be displayed in inclement weather. However, all- weather flags may be displayed on a 24 -hour basis as long as they are illuminated during darkness. B. Indoor Flags a) When flags are displayed in an indoor location, the Flag of the United States shall hold the position of honor, in the front of the location. Any other flag displayed in the same location shall be placed on its own staff and to the right of the Flag of the United States, as observed while facing out toward the flags. b) When grouped and displayed with other flags, the Flag of the United States shall be placed at the center and at the highest point among the flags. EXHIBIT A 55F -11 City Council Policy on the Display of Flags at City Facilities 2. POW -MIA Flag The POW /MIA Flag is a nationally recognized flag, created in 1971 and recognized by an act of Congress through the adoption of U.S. Public Law 101 -355, to represent concern of individuals who are identified as prisoners of war or missing in action. The POW -MIA Flag has become a symbol of commitment to achieving the fullest possible accounting for those in the future who may become prisoners of war, missing in action, or otherwise unaccounted for as a result of hostile action. a) In accordance with longstanding tradition, the POW /MIA Flag shall be displayed at designated City facilities, including City Hall. 3. Commemorative Flags a) Commemorative flags may be displayed only by resolution of the City Council and as an expression of the City's official sentiments. Consistent with the City's vision, mission, and guiding principles, it is expected that these flags incorporate themes of diversity, equity, social justice, and inclusion. b) The City's flagpoles are not intended to serve as a forum for free expression by the public. The City will not display a commemorative flag based on a request from a third party, nor will the City use its flagpoles to sponsor the expression of a third party. c) Commemorative flags: 1) Shall be displayed only by adoption of a resolution of the City Council; 2) Shall be displayed for a period of time that is reasonable or customary for the subject that is to be commemorated, but no longer than 45 continuous days; and 3) Shall be flown at City Hall, exclusively under the City of Santa Ana Flag. 4. Flying Flags at Half -Staff a) The Flag of the United States shall be flown at half -staff in response to Presidential orders or proclamations, and from instructions by the Governor of California. b) The Flag of the United States shall be flown at half -staff upon the death of Federal or State officials or in the event of, or to commemorate an event of, nationwide significance on instructions from the President of the United States or Governor of California. c) The Flag of the United States shall be flown at half -staff until noon on Memorial Day and then- _- raised to full staff for the remainder of the day at City facilities operating on Memorial Day. d) Whenever the Flag of the United States is flown at half- staff, all adjacent flags shall be flown at half-staff. 55F -12 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE ANNUAL DISPLAY OF THE PRIDE FLAG AT CITY HALL TO COMMEMORATE HARVEY MILK DAY AND LGBT PRIDE MONTH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. On December 6, 2016, the City Council of the City of Santa Ana approved a resolution adopting a City Council policy regarding the display of federal, state, and City flags, the POW -MIA Flag, and commemorative flags at City facilities equipped for display. B. The City Council policy provides for the display of commemorative flags at City Hall that the City Council may authorize by resolution. Where so authorized, commemorative flags are to be flown at City Hall, exclusively under the City of Santa Ana Flag. C. The Pride, or Rainbow, Flag is a nationally recognized flag that was created in 1978 to represent the gay community and has become an internationally recognized symbol for Lesbian, Gay, Bisexual, and Transgender (LGBT) rights. D. Harvey Milk is recognized as the first openly gay individual to be elected to public office in a major city, serving on the San Francisco Board of Supervisors from 1977 -1978. In 2009, the State of California created an official day of significance in his honor, to be observed on May 22, Milk's birthday. E. LGBT Pride Month is celebrated annually in the month of June to honor the 1969 Stonewall Riots in New York City, which marked a pivotal point for LGBT rights in the United States. F. The City desires to display the Pride Flag at City Hall annually from May 22 through the month of June to heighten awareness of Harvey Milk Day and LGBT Pride Month, and to celebrate diversity and inclusion. EXHIBIT 2 Resolution No. 2016 -xxx Page 1 of 2 55F -13 Section 2. The Pride Flag shall be displayed at City Hall annually from May 22 through June 30, in acknowledgement of Harvey Milk Day and LGBT Pride Month. 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 61" day of December, 2016. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: . J6fin M. Funk Assistant City Attorney AYES Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council do hereby attest to and certify the attached Resolution No 2016 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on December 6, 2016. Date Clerk of the Council City of Santa Ana EXHIBIT 2 Resolution No, 2016 -xxx Page 2 of 2 55F -14 11 r wi 8: '`. Mi a i 0 CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: i -A�oti� CLERK OF COUNCIL USE ONLY: RESOLUTION TO DECLARE THE CITY OF SANTA ANA A SANCTUARY FOR ALL ITS RESIDENTS, REGARDLESS_ OF THEIR IMMIGRATION STATUS (STRATEGIC PLAN NO. 5, 6F) CITY MANAGER '110=111 a APPROVED ❑ As Recommended As Amended [I Ordinance on I" Roading 0 Ordinance on 2n° Reading I Implementing Resolution j� Sat Public Wearing For_ CONTINUED TO FILE NUMBER Adopt a resolution declaring the City of Santa Ana a sanctuary for all its residents, regardless of their immigration status. DISCUSSION Based on City Council discussion at the November 16, 2016 meeting, attached is a resolution for City Council consideration (Exhibit 1), In 1966, the LIZ, Congress passed two laws that prohibit state or local governments from restricting communication with the federal government regarding the immigration status of any individual: section 434 of the Personal Responsibility and Work Opportunity Reconciliation Act of 1996, 6 U,S.C, § 1644, and § 642 of the illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), 6 U.S.C. § 1373. These laws were passed to authorize state and local law enforcement agencies to communicate with federal Immigration authorities regarding the status and presence of unauthorized immigrants In their Jurisdictions. While neither of these statutes mandates cooperation or sharing of information with federal Immigration authorities, both do prohibit any restriction on information sharing between the federal government and state or local government entities or officials, Recently, these provisions have been used to both challenge and support state and local efforts to engage in federal civil Immigration law enforcement, Proponents of state and local Involvement in federal civil immigration law enforcement have argued that these provisions are an expression of Congress's Intent to maximize cooperation among federal, state, and local law enforcement agencies in enforcing federal Immigration laws, Conversely, proponents of less state and local Involvement in federal civil Immigration law enforcement, Including the Obama administratlon, have argued that these provisions preempt certain state and local efforts to 55G -1 Resolution to Declare the City of Santa Ana a Sanctuary for All Its Residents December 6, 2016 Page 2 engage in immigration enforcement by drawing limits on the nature of non - federal engagement in immigration enforcement. While many state and local jurisdictions throughout the United States have adopted polices or practices that limit their own jurisdictions' federal civil immigration law enforcement efforts, the federal government has not made a formal legal determination as to whether those state and local laws or policies violate these provisions. And although there is no legal definition, these laws or policies are sometimes referred to as "sanctuary policies ", while the jurisdictions themselves are sometimes referred to as "sanctuary cities" or "sanctuary jurisdictions ". Through various forms of official communications from U.S. President -elect Donald J. Trump, he has expressed his opposition to "sanctuary policies" and "sanctuary cities ". For example, in October 2016, President -elect Trump released his 100 -day action Plan to Make America Great A gin, which states that he will "cancel all federal funding to Sanctuary Cities ". During his campaign, President -elect Trump's rhetoric has incited fear among many individuals throughout the United States, particularly among individuals who identify as being part of a marginalized, minority, and /or unprivileged group. In response to President -Elect Trump's plan, local officials in more than ten major cities, including San Francisco, Oakland, Los Angeles, New York, Chicago and Washington, D.C., reaffirmed their commitment to upholding their status as "sanctuary cities ", even in the face of federal threats. Furthermore, many cities and towns throughout the United States have adopted or enacted resolutions, ordinances, policies, and practices to demonstrate their commitment to equal, respectful, and dignified treatment of all people, regardless of their immigration status, and as a result may be referred to as a "Sanctuary City ", even though there is no legal definition for "Sanctuary City ". The City of Santa Ana desires to similarly demonstrate its commitment to its residents by unequivocally stating that it will provide a sanctuary to all residents who are fearful by assuring them that the City will not expend any funds, nor use its resources, including staff, to administer federal immigration law which is the exclusive authority of the federal government. In response to discussion brought forth at the November 15, 2016 meeting, staff has prepared a resolution for City Council consideration. This resolution is indicative of the City's commitment to social justice. If this resolution is adopted, the City would be required to implement various policies required by the resolution. These policies include the following: protecting sensitive information; reaffirming the City's commitment to preventing biased -based policing and disallowing the use of City resources for immigration enforcement; exercising maximum discretion in policing; providing additional training for all affected City employees, officials, and agents; and the feasibility of establishing a task force for oversight. 55G -2 Resolution to Declare the City of Santa Ana a Sanctuary for All Its Residents December 6, 2016 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective 6 (focus projects and programs on improving the health and wellness of all residents.), Strategy F (incorporate health, wellness, and equity into all applicable policies and plans). FISCAL IMPACT There are no fiscal impacts associated with this item. Exhibit: 1. Resolution 55G -3 55G -4 RESOLUTION NO. 2016 -XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA DECLARING THE CITY OF SANTA ANA A SANCTUARY FOR ALL ITS RESIDENTS, REGARDLESS OF THEIR IMMIGRATION STATUS WHEREAS, the City of Santa Ana has long embraced and welcomed individuals of diverse racial, ethnic, religious, and national backgrounds, including a large immigrant population; and WHEREAS, immigration has been the cornerstone of the City of Santa Ana, the region, the state, and the nation's development throughout our history; and WHEREAS, the City of Santa Ana welcomes, honors and respects the contributions of all of its residents, regardless of their immigration status; and WHEREAS, Santa Ana's immigrant families contribute to the economic and social fabric of the City by establishing and patronizing businesses, contributing to arts and culture and achieving significant educational accomplishments; and WHEREAS, fostering a relationship of trust, respect, and open communication between City officials and residents is essential to the City's mission of delivering efficient public services in partnership with our community which ensures public safety, a prosperous economic environment, opportunities for our youth, and a high quality of life for residents; and WHEREAS, the City of Santa Ana seeks to continue to foster trust between City officials and residents, to protect limited local resources, to encourage cooperation between residents and City officials, including especially law enforcement officers and employees, and to ensure public safety, and due process for all; and WHEREAS, the conflation of federal civil immigration law enforcement and local criminal law enforcement experienced in other communities has resulted in considerable erosion of public safety by creating social distance between law enforcement officers and the community; and WHEREAS, the City of Santa Ana desires to address the fears and concerns of its residents in relation to an individual's immigration status while at the same time being mindful that it must maintain positions on federal policy that do not affect the financial stability of the City of Santa Ana in ways that are detrimental to the health and safety of its residents; and EXHIBIT 1 55G -5 WHEREAS, many cities and towns throughout the United States have adopted resolutions, ordinances, policies, and practices to demonstrate their commitment to equal, respectful and dignified treatment of all people, regardless of their immigration status, and as result may be referred to as "Sanctuary Cities "; and WHEREAS, the City of Santa Ana desires to similarly demonstrate its commitment to its residents by unequivocally stating that it will provide a sanctuary to all residents who are fearful by assuring them that the City will not expend any funds, nor use its resources, including staff to administer federal immigration law which is the exclusive authority of the federal government; NOW THEREFORE, the Santa Ana City Council does hereby resolve as follows: Section 1: The City of Santa Ana is a sanctuary for all its residents, regardless of their immigration status. Section 2: City of Santa Ana officials, including its law enforcement officers, shall not administer federal immigration law which is the exclusive authority of the federal government. Section 3: City of Santa Ana officials, including its law enforcement officers shall not take any direct action against an individual solely because of his or her immigration status. Section 4: The City of Santa Ana will take all of the following actions: (1) Protect Sensitive Information: The City shall adopt a policy applying to all City departments prohibiting such departments, officers, employees or agents from inquiring into, maintaining or disclosing sensitive information about residents except to the extent necessary to provide the service in question or as required by law. Sensitive information includes information of a personal nature or about private attributes, such as status as a victim of domestic violence or sexual assault, status as a crime witness, sexual orientation, immigration status, disability status, or status as a recipient of public assistance. (2) Restrict Use of City Resources: The City shall adopt a policy affirming its commitment to preventing biased -based policing and disallowing the use of any City monies, facilities, property, equipment or personnel, unless contractually obligated, for the following: (a) Immigration enforcement, including but not limited to: - Identifying, investigating, arresting, or detaining any person solely on the basis of a suspected violation of immigration law; EXHIBIT 1 55G -6 - Honoring any civil immigration detainer or request to detain or notify federal authorities about the release of any individual for immigration purposes; and - Providing federal authorities with non - publicly available information about any individual for immigration purposes. (b) Enforcement of any federal program requiring the registration of individuals on the basis of religious affiliation, national or ethnic origin. (c) Nothing in this section shall prevent the City from responding to a lawfully - issued judicial warrant or subpoena. (d) The City has contractual obligations that it has voted to phase out and is taking various actions to implement that vote. (3) Discretion in Policing: As it is the policy of the City to exercise appropriate discretion in the enforcement of state and local laws, the City will adopt a policy to encourage and guide officers in continuing to exercise discretion in determining whether to cite and release individuals or book them into a local detention facility or county jail based on the nature of the crime committed. (4) Training and Oversight: The City will ensure that the policies called for in this Resolution are disseminated and appropriate training is provided to all affected officers, employees and agents of the City and the City will explore the feasibility of establishing a commission or task force composed of community members to advise the City Council on implementation and monitoring of the policies called for in this Resolution. Section 5: Nothing in this Resolution shall be construed or implemented to conflict with any obligation imposed by federal law. City staff shall monitor any efforts by the federal government to withhold or withdraw federal funding as a result of the City's policies to protect and defend its immigrant community and shall take all actions necessary to protect such funding. Section 6: The Clerk of the Council shall certify to the passage and adoption of this resolution and enter it into the book of original Resolutions. Section 7: This Resolution shall take effect immediately upon its adoption. Section 8. The Mayor shall sign this Resolution, and the City Clerk shall attest and certify to the passage and adoption thereof. ADOPTED this 6th day of December, 2016. EXHIBIT 1 55G -7 APPROVED AS TO FORM; By: �- Sonia R. Carvalho City Attorney AYES NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council Resolution No 2016 -XXX to be the original City of Santa Ana on December 6, 2016. Date do hereby attest to and certify the attached resolution adopted by the City Council of the Clerk of the Council City of Santa Ana EXHIBIT 1 55G -8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: t+ s M. Iwo WAWA QQ140 1111*14110 =111;1610111410.4; "All CITY MANAGOR, RECOMMENDED ACTIONS CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Review and select option(s) below regarding the Santa Ana Jail: 1. Notify Immigration and Customs Enforcement (ICE) that the City, per the terms of the existing agreement, will be reducing the ICE detainees to a maximum capacity of 128. This action would result in the closure of one module. After the reduction in revenue and decreased cost, the annual net revenue loss is $663,743. 2. Continue the practice of hiring part-time correctional officers per the jail operations phase out plan as previously agreed upon with the Santa Ana Police Officers Association in 2014. 1 Continue to negotiate with the Santa Ana Police Officers Association on retirement incentives. 4. Release the attached Jail Re-Use Request for Qualifications based on input from 12 community meetings. Alternative actions as may be discussed. On May 17, 2016, the City Council directed the City Manager to (1) work with community members and labor representatives from the Police Officers Association to develop and issue a Request for Qualification (RFQ) for a consultant to conduct a Jail Re-Use Study with a budget of up to $50,000; and include language that the consultant will address reuse as well as improved conditions at the Jail, and alternatives to detention; (2) include a provision on Immigration and Customs Enforcement (ICE) contract that the City will not renew the contract and allow it to expire in 2020; (3) enter into an agreement for Transgender Care and Classification Committee Pilot Program with ICE; and (4) authorize the City Manager to enter into negotiations with the Police Officers Association (POA) to offer voluntary early retirement incentives to full-time staff at the Jail facility. 65A-1 Update on the Immigration and Customs Enforcement Contract for Detainee Services and the Santa Ana Jail and Options for Expedited Phase Out December 6, 2016 Page 2 In an effort to control operating costs, the Jail administrators continually monitors staffing costs related to the Jail housing operation. This includes managing full-time vacancies, mandatory overtime, and the hiring of part-time staff in-lieu of full-time staff. Accordingly, the Executive Director of Personnel Services Agency proposed an early retirement incentive for Jail related personnel to the POA in July 2016. The incentive is for $1,000 for each year of service, up to 20 years. Staff suggests that the total amount of the incentive should be capped at $100,000. Follow up discussions have occurred with the POA but to date no agreement has been reached. One of the recommended actions is to provide direction to staff to continue negotiating such incentives. In 2010, the Santa Ana Jail had 86 Correctional Officers; currently, there are 70 budgeted Correctional Officers (67 currently filled), a difference of 19 full-time positions. The annual cost savings of these 19 Correctional Officers is $2,171,320. The last full-time Correctional Officer was hired in December 2010. In December 2014, the Police Department began the hiring of part-time Correctional Service Officers (CSO's) to reduce full-time staffing levels at the Santa Ana Jail facility as part of the agreement with the POA and authorized by the City Council. On-going part-time CSO recruitment efforts have yielded 19 of the 32 budgeted CSO positions. While part-time CSO staff fill some vacancies, recent Correctional Officer retirements and separations have left insufficient numbers to operate the facility without the use of mandatory overtime and facility lockdowns. Mandatory overtime has been in practice for over 10 years. On February 2, 2016, approximately 239 detainees (or the equivalent of 65% of the jail population) were from ICE. A more recent population count on November 30, 2016 of 151 detainees demonstrates that the City's efforts to phase out the ICE contract is providing results. In accordance with Council direction on May 17, 2016, the Police Department is proposing to close Jail housing module 413, which currently has 38 ICE detainees assigned. This module currently costs $792,607 to operate and generates $1,456,350 in annual revenue, resulting in a net revenue amount of $663,743 after operating expenses. Upon direction from the City Council, staff would notify ICE that the City would need to establish a new maximum capacity of 128 detainees, inclusive of the 64 bed minimum guarantee for the transgender module. The City believes that it has the authority under the agreement to determine that operational needs have changed; therefore, has decided that bed space availability must be reduced. ICE may argue that the agreement does not allow the City's unilateral decision to reduce capacity, but staff believes that this action would be consistent with the City Council direction to phase out the ICE agreement altogether in the future. In any event, should there be disagreement, both the city and ICE have the right to terminate the agreement without cause by providing a 90- day notice to the other party, The Police Department anticipates an additional five Correctional Officer retirements in 2017. As the number of full-time Correctional Officers decreases, the Police Department will be able to 65A-2 Update on the immigration and Customs Enforcement Contract for Detainee Services and the Santa Ana Jell and Options for Expedited Phase Out December 6, 2016 Page 3 consider, additional housing module closures, but any action would be presented to the City Council for consideration, Upon completion of the phase out of the ICE agreement or If the agreement Is terminated by either party the City would have approximately 14 Correctional Officers that would be displaced, The remaining Correctional Officers would continue to work on the City's booking facility and to serve our remaining contracts, The City plans to offer other positions within the City and the necessary training for those positions, The City will comply with all labor and Feet and Confer requirements with the Impacted labor groups, The City conducted 12 meetings with community stakeholders, the Santa Ana Police Officers Association and the Service Employee international Union representatives In preparation of the Request for Qualifications (RFQ), This RFQ will study options for jail re -use, including improved conditions at the jell, and alternatives to detention, The City anticipates releasing the Jail Re -Use RFQ the second week of December (Exhibit 1). 3TRAIEGIC PLAN ALIGNMENT Approval of this kern assists the City in meeting Goal #1 - Community Safety, Objective 44 (ensure a sound fiscal model for jail operations), ,Strategy A (modify the Santa Ana Jail business model and identify short- and longterm goals to effectively meet the needs of the community through contract negotiations with outside agencies, evaluation of staffing needs and Increasing operational efficiency). FISCAL IMPACT Approval of the recommended action will result in a $1,466,360 reduction in the Fit 2010 -17 Jail Facility Rental revenue account (no, 01114002 67460). The net revenue loss after factoring In the $792,607 in module 413 operational cost savings Is $663,743, Any final net revenue loss will be monitored and any shortfall will be offset by the $1,000,000 Jail Stabilization Fund, if necessary and required, APPROVED AS TO FUNDS AND ACCOUNT: Caries Rojas Francisco Gutierrez ;4 Chief of Police Executive Director Santa Ana Police Department Finance and Management Services Agency Exhibit: 1. Request for Qualifications Draft 65A -3 65A -4 REQUEST FOR QUALIFICATIONS 3T:7 EVALUATION RFQ NO: 16 -XXX Dr's Office Issue RFQ December 12, 2016 Due Date January 31, 2017 Evaluation Committee (EC) February 1, 2017 - February 28, 2017 Firm Interviews March 15, 2017 Council Review April 18, 2017 City Council me EXHIBIT 1 City of Santa Ana REQUEST FOR QUALIFICATIONS FOR SANTA ANA JAIL REUSE, ALTERNATIVES TO DETENTION, AND JAIL CONDITION EVALUATION Introduction The City of Santa Ana is seeking submittals of Request for Qualifications from qualified firms or consultants of professional planning, engineering, and environmental consulting backgrounds to complete a reuse assessment of the Santa Ana City Jail. The primary goal of this study is to provide the City and future developers with preliminary information to help guide appropriate and efficient reuse strategies. The selected firm will be able to successfully engage the community throughout the process to ensure stakeholders' participation in identifying feasible reuse strategies for the jail. The City is interested in selecting a firm or consultant that can provide expertise in each of the three following areas: jail facility reuse, alternatives to detention models for federal immigration detainees, and evaluation of existing jail conditions. The re -use of the jail may include reuse of the entire jail or a partial re-use'-option. The selected consultant should further evaluate re -entry services for state and county inmates returning to Orange County. SANTA ANA JAIL FACTS • Type II facility, - opened january 1997 • 512 -bed capacity • Average daily population as of,201.6:. 337 -Total Jail P.opulati, "6 - I.C:E: Detainees 125,= U.S. Marshal Service 16 — Bureau of Prisons • Federal;agencies provide 98.8 percent of total population COMMUNITY The City of Santa Ah#'is a 27- square mile, ethnically diverse city located 35 miles south of Los Angeles and roughly 10 miles inland from the Pacific Ocean. With a total population of over 342,000, Santa Ana is Orange County's second largest city and serves as the county seat. Incorporated in 1886, Santa Ana has long been Orange County's government powerbase. Santa Ana's centralized location places the City less than 30 minutes from most Southern California destinations, including four airports. Its density and mass transit infrastructure enables residents and employees to embrace a sustainable 65A -6 2 lifestyle, by commuting to work by bus, train, bicycle and foot, for example. This convenience attracts a diverse population that appreciates Santa Ana's distinctive, affordable housing choices, energetic nightlife and cultural amenities like the Artist Village, Discovery Science Cube, and the Santa Ana Zoo. Santa Ana has a very large and diverse business base with over 19,000 businesses employing over 160,000 people. Santa Ana is the corporate headquarters of several large companies, including Behr Paint, Medtronic, First American Financial Corporation, and Wahoo's Fish Taco. Recently, the City of Santa Ana was assigned an AA issuer credit rating from Standard and Poor's. DEMOGRAPHICS • Population: 342,930 • Median Age: 29.1 • Median Household Income: $54,521 • Median Home Price: $384,316 • Labor Force: 160,700 • Unemployment Rate (April 2016): 4.6 percent III. Framework and Project Description If selected, a successful reuse assessment will include, without limitation, the following aspects: • Goals and themes that are crucial to the completion of the reuse assessment • Identification of various uses which mayor may not include a jail model Minimum required deliverables include: • A minimum of three (3), reuse assessment proposals for the Santa Ana City Jail, includina :estimated financial costs for each. • Of the three (3) options, a minimum of two (2) reuse assessments will consider non- punitive facilities to repurpose the Santa Ana City Jail. • All reuse assessments must consider public input and the identified needs of Santa Ana residents. o All reuse assessments must include Alternatives -to- Detention (ATD) programs. • All reuse assessments must identify impacts on the residents of Santa Ana. • All reuse assessments must consider fiscal impacts on the City of Santa Ana. • A report on existing jail conditions o This report must include detainee testimonies when analyzing jail conditions. • A meeting with an identified committee of stakeholders two (2) times to present a draft and final study. Final presentation to the City Council. 65A -7 IV. Qualification Requirements The qualifications submittal should provide ample evidence of the firm or consultant's ability to provide the following: • A description of the firm's approach to this reuse assessment. This shall include methodology, demonstrated understanding of the community's needs, and a project timeline for accomplishing the tasks described in the Scope of Services. • The ability to maintain adequate files, legal records, and statistical reporting requirements. • The administrative and fiscal ability to provide and manage the proposed services and to ensure an adequate audit trail. • At least three (3) years' experience providing this type of service. • Meet other requirements as described in this RFQ. • Any other information deemed relevant to the project and which the firm believes will further the competitiveness of the proposal, including work samples from similar completed projects. • Experience working with federal government programs, including but not limited to the Refugee Resettlement Program or the Foster Care System for Unaccompanied Children. • Demonstrated knowledge of domestic and international alternatives to immigration detention efforts. • Knowledge of prison reentry services. • Experience monitoring places of confinement. • Knowledge about the needs of the LGBT community. The City reserves the right to investigate the qualifications of all firms or consultants under consideration and to confirm any part of the information furnished by the firm or consultant, or to require other. evidence of capabilities the City considers necessary for the successful completion of the services. Additionally, any proposal that fails to include all of the above information will be considered unresponsive, and will not be afforded a complete review by the review committee. V. Project Budget The maximum budget for the requested evaluation is $50,000. VI. Submission Requirements Respondents must provide ten (10) printed copies (9 bound and 1 unbound) of their submittal response by the date and time set forth plus one (1) electronic copy in PDF format. Electronic or fax submissions will not be accepted. Please limit submittal response to 20 pages, not including work samples. Any costs associated with the submittal shall be borne exclusively by the firm or consultant making the submittal and not by the City. Although the format is discretionary, all submittals must include the following information at minimum: 65A -8 4 • The legal name of the firm or consultant, address, and telephone number(s). Indicate whether the proposing entity is a sole proprietorship, partnership, or corporation, and the state and year established. List key personnel who will be involved in decision - making, contract negotiation, and project development. Include mailing address, email address, and phone and fax number(s). • A narrative description of the three most relevant prior public sector projects of the key personnel to be assigned to work on the project. Provide description of work performed by said individuals, including date, location, etc. Provide names of contact individuals who provided material assistance on the projects described. • Provide a list of references: a minimum of three (3) of which one (1) should be a governmental agency, involving the Proposer's delivery of services that demonstrate the ability of the Proposer to provide the type of services as outlined in this RFQ. All references must have names, titles and phone numbers. • The proposed project schedule, fee structure, and total cost proposal for providing the requested services. • Please describe how your firm meets the items decribed;in Section IV. Qualification Requirements. VII. Selection Process A selection committee, appointed by the Cit determine the most qualified firm or consult; committee may request one or more of the will be asked to make a- presentation. Selec references, and experience. Once a firm or with the recommended firm to negotiate the negotiations are unsuccessful,.the City may whether or notto initiate negotiations With a terminate anv or all neaotiations;at its sole c made by the Santa Ana VII. Deadline for Subm nager, will evaluate the submittals and During the evaluation process, the to make a presentation. Not all firms will be based on qualifications, sultant is selected, City staff shall meet form of the contract. If such iinate the negotiations and determine =r firm. The City reserves the right to ;tion. The final contract award will be The deadline for.the receipt of proposals is January 31, 2017 at 10:00 AM PST. The City reserves the right to reject any or all RFQ responses, in whole or in part, and to waive irregularities or informalities in any submittal, at its sole discretion. (Mail or Hand Delivery) Jorge Garcia, Senior Management Assistant City of Santa Ana 20 Civic Center Plaza, Mailstop 31 Santa Ana, CA 92701 All questions regarding this RFQ must be directed to Jorge Garcia in writing at igarcial 0@santa- ana.orq. 65A -9 5 IX. E -Mail Communications and Interpretations / Clarifications To facilitate the RFQ process, proposers are required to monitor and respond to e-mail requests within 48 hours. No oral interpretations will be made by the City to any proposer as to the meaning of the request. All interpretations must be made in writing via e-mail to the Project Manager by no later than 5:00 PM on TUESDAY, JANUARY 24, 2017. Significant interpretations or clarification will be made by an addendum to this RFQ, which will be posted to the City's website at http: / /www.planetbids.com /portal /portal.cfm ?CompanylD =20137 or http://www.ci.santa- ana.ca.us /bids- rfps /defauIt.asp. Addenda may become part: of the agreement documents. X. Addenda If clarification or interpretation of this RFQ is considered necessary by the City, a written addendum shall be issued and the information will be posted on the City's website at http: / /www.planetbids.com /portal /portal.cfm ?CompanylD =20137 or http://www.ci.santa - ana.ca.us /bids -rfps /default. asp. It is the responsibility of each proposer to periodically check the City's website to ensure that they have received and reviewed any and all addenda to the RFQ. XI. Rules for Qualifications The signer of the RF or parties interested, made without collus'ri proposal; that it is in that the signer of the X11! The selected proposer sP within 30 days pf selectio commencina anv work in XIII. Public in writing that the only person, persons, company as principals are named therein; that the proposal is 3r person, persons, company or parties submitting a and in good faith without collusion or fraud; and, ill authority to bind the proposer (EXHIBIT 1). required to submit a City of Santa Ana business license must provide a copy to the Project Manager prior to Ana. Qualifications will become public record after award of agreement. Interested offerors may submit a written request, with a self- addressed stamped envelope, to receive results of the evaluation. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Submit your request to, City of Santa Ana City Manager's Office, ATTN: Jorge Garcia, 20 Civic Center Plaza, Mailstop 31, Santa Ana, CA 92701, 65A -10 6 PHILIP L. ANTHONY President , _.-..--.GEHIS R. BILOOEAO, P.E. , •�... CATHY GREEN JORDAN BRANOMAN SHAWN OEWANE „r Y % u` ,_•'a, First Vice President JAN M. FLORY /`�, DENIS R. BILOOEAB, P.E. CATHY GREEN �J DINA NGOYEN - Second Vice President ROMAN A. REYNA siwce wxa PHILIP L. ANTHONY STEPHEN R. SHELDON ROGER C. YOH, P.E. ORANGE COUNTY WATER [311 TRil CT General Manager MICHAEL R. MARKUS, P.E., D.WRE c,unni ear nouns r.•..; c�oun�ri m,nr�x n.irn.�o >a rry D G..v Lk September 16, 2016 Santa Ana City Council Post Office Box 1988 Santa Ana, CA 92702 Attention: The Honorable Miguel A. Pulido, Mayor Reappointment of Orange County Water District Division 8 Director As a reminder, pursuant to his appointment by the City of Santa Ana, Roman Rayne's term as Orange County Water District Division 8 Director 8 expires on December 2, 2016. Prior to the expiration of his term of office, please provide this District with notification of the reappointment of Mr. Reyna (or appointment of new Director) for the four -year term December 2, 2016 through December 4, 2020 as required by the District Act. Please contact me if I can be if further assistance. Sincerely, J nice Durant istrict Secretary 65B -2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: DECEMBER 6, 2016 TITLE: PUBLIC HEARING — ZONING ORDINANCE AMENDMENT NO. 2016 -04 TO AMEND PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO UNDERGROUND UTILITY INSTALLATIONS — CITY OF SANTA ANA, APPLICANT (STRATEGIC PLAN NOS. 3,2; 5, 3) % r J � CITY MANAGE RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: p'•:• N" ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution Ci Set Public Hearing For_ CONTINUED TO FILE NUMBER Adopt an ordinance approving Zoning Ordinance Amendment No. 2016 -04. PLANNING COMMISSION ACTION At its regular meeting on November 14, 2016, by a vote of 7:0, the Planning Commission recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2016 -04 to amend Section 41 -626 of Chapter 41 of the Santa Ana Municipal Code (SAMC) pertaining to underground utility installations to help streamline the requirements for new and replacement utility services. The Planning Commission made no changes to the recommended draft ordinance in the attached staff report (Exhibit A). DESCRIPTION The City of Santa Ana is requesting amendments to Chapter 41 of the SAMC, which will include Section 41 -626 (Underground Utility Installations). Section 41 -626 requires that all utility cables, wires, or feeds be placed underground for certain projects, including new or relocated buildings, additions to existing structures, conversions of buildings to other uses, and changes or increases to services. The proposed revisions to code section pertaining to underground utility installations will help streamline the requirements for new and replacement utility services. Staff analyzed several projects including small residential additions, major residential additions, and the construction of second /accessory dwelling units. Several projects had been affected with the high cost of providing underground utilities or having to apply for a waiver, which meant that continuing construction, was determined by the amount of time it took to have the waiver reviewed and by the final decision to approve or the deny the application. For many of the projects that are approved over - the - counter, the 25% threshold is often exceeded by a small addition such as a master bathroom, a family room, or even one bedroom. The proposed code amendment would increase the threshold to 50 percent 75A -1 Zoning Ordinance Amendment No. 2016 -04 — Amend Chapter 41 of the SAMC Relating to Underground Utility Installations December 6, 2016 Page 2 for residential (one - family or two- family /duplex) structures. The proposed increase will help property owners streamline the permitting process without creating additional requirements or approvals. The amendment would also exempt accessory dwelling units from the undergrounding requirement. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Haghani, AICP� Executive Director Planning & Building Agency 10: rb 10 0anning CommissionMW Revisions\Z0A201&04.cc Exhibits: A. Planning Commission Staff Report B. Ordinance 75A -2 REQUEST FOR PLANNING COMMISSION MEETING DATE. I TITLE; PUBLIC HEARING — FILED BY THE CITY OF SANTA ANA FOR ZONING ORDINANCE AMENDMENT NOS. 2016 -04 TO AMEND PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO UNDERGROUND UTILITY INSTALLATIONS (STRATEGIC PLAN NOS. 3,2; 5,3) Prepared by )van Orc zco I� APPROVED • As Recommended • As Amended • Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Eeutivo Dire for Planning Manager xe — RECOMMENDED ACTION Recommend that the City Council adopt an ordinance approving Zoning Ordinance Amendment Nos. 2016 -04 to revise Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC). Request of the Appliic The City of Santa Ana is requesting amendments to Chapter 41 of the SAMC, which will include Section 41 -626 (Underground Utility Installations). Prolect Description The proposed changes will amend section 41 -626 of Chapter 41 of the SAMC. The proposed revisions to code section pertaining to underground utility installations will help streamline the requirements for new and replacement utility services. Various sections within Chapter 41 of the Santa Ana Municipal Code (Zoning) have been revised periodically over the last several years to respond to changes in development, to adopt new permitting procedures, and to comply with changes to state and federal laws. In a continuing effort to establish high - quality development standards and to create a user - friendly environment for residents and the business community within the city, the Planning Division is proposing revisions to various sections of Chapter 41. After a thorough analysis of the current code requirements in the city, staff identified a number of code amendments and additions necessary to ensure clear, uniform, and legally consistent regulations for various sections of the SAMC. The proposed changes and additions will enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on home owners, business operators and developers. EXHIBIT A 75A -3 Zoning Ordinance Amendment No. 2016 -04 November 14, 2016 Page 2 Staff analyzed several projects including small residential additions, major residential additions, and the construction of second /accessory dwelling units: Several projects had been affected with the high cost of providing underground utilities or having to apply for a waiver, which meant that continuing construction, was determined by the amount of time it took to have the waiver reviewed and by the final decision to approve or the deny the application. Praiect Analysis Staff is proposing several amendments to Chapter 41 of the SAMC, The following sub - section details the proposed modifications to the Zoning Code. Section 41 -626 of the SAMC requires that all utility cables, wires, or feeds be placed underground for certain projects, including new or relocated buildings, additions to existing structures, conversions of buildings to other uses, and changes or increases to services, Currently, this section of the SAMC requires undergrounding of utility cables for any building addition in excess of 25 percent, including residential additions above this threshold. For many of the projects that are approved over -the- counter, the 25% threshold is often seen when property owners wish to add a master bathroorn, a family room, or even one bedroom. The proposed code amendment would increase the threshold to 50 percent for residential (one - family or two- family /duplex) structures. The proposed increase will help property owners streamline the permitting process without creating additional requirements or approvals. No changes will take place regarding the 25 percent threshold for multi - family and non- residential structures. Moreover, the amendment would clarify that the provisions requiring undergrounding of utility cables do not apply when a second /accessory dwelling unit is being constructed. The New state law has provided a framework of requirements to make accessory dwelling units more affordable and accessible to property owners. The proposed modifications will allow property owners the opportunity to construct an accessory dwelling unit without the concern of providing underground utilities (Exhibit 1).. Public Notification The proposed amendments are citywide and the project site is not located within the boundaries of one single neighborhood association. However, staff coordinated a meeting with neighborhood and community groups to discuss the proposed changes, communicated the proposed changes via phone to various community groups, and a notice was published in the Orange County Register. At the time of this printing, no correspondence, by phone, written, or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 16061(b)(3). This exemption applies to projects where it can be seen With certainty that there is no possibility that the activity in question may have a significant effect on 75A -4 Zoning Ordinance Amendment No. 2016 -04 November 14, 2016 Page 3 the environment. Therefore, it can be seen with certainty that there is no possibility that the proposed code changes will have a significant effect on the environment. General Rule Exemption No, ER 2016 -150 will be filed for this project. Strategic Plan Alignment Approval of these items supports the City's efforts to meet Goal No. 3 - Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies) and Goal No, 5 — Community Health, Livability, Engagement &Sustainability, Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Conclusion The proposed action would amend section 41 -626 of the Santa Ana Municipal Code. Based on the background analysis provided within this report, staff recommends that the Planning Commission recommend that the City Council approve Zoning Ordinance Amendment No. 2016 -04. Assistant IO:jm 10TIanning Oommission=W RevislonsMA201 M4.pc. Attachments: Exhibit 1 — Proposed amendments to Chapter 41- Underground Utility Installations 75A -5 + ! f �%1K*j=PQqR#zM Strike -out is deletion Underline is addition general Provisions Sec. 41 -625. - Underground utility installations. (a) (1) When any property is developed with a now or relocated building or structure. (2) When an addition is proposed to a single famiiv residence or duplex in excess of fifty {50) percent of the existing floor area. (3) When an addition is proposed to amulti- family ornon- residential structure in excess of twenty -five (25) percent of the existing floor area. €xsept- as- otk+erwise- prgyided- ter- ia�- subsestiees -(i�); (o)- {{I)- gad (e} -of- this- sectiarr,- whenever -any property -is -d aveiaped -vvi th- new- or- re4o5ateFi -b� i ktings- o�struet+�r- es -or- whenever- €loer- grog -i +i excess -of tweaby ,€i�{y?5- )- pe�scrr- �t- et- tla -e- existing- fiefar area -is- added- to- acFe>ciuting- b+. +iJdintd -sr wdian4v$r a- rssdential- buiJtiinJ - ©r- sags canner -led #a ny nenresdeatal puryese cr ss or u� +ave�sew ca is sM ged tarany rx assn aiF eet+isal; i it+pk one ssn4m.ur ty..amem4a teievisiar+ anti- sirai4ar- eerv4ce- ��viree- eFSabies- whisFi- pr+3vide- direst- serviGa- tattta- pr�a{aer€y- bair�g de- vsieped;- added -ts; - er- serwwerted- shall- with+ rt- tk�aa�i- tario�beun�iar- y- I +nr�s -of - si+c- h-k7ertYr� 'tasta4led- uadergr�aunEl- conduits- r�}rured- far - telephone- sr- ce+��n� unity- ai+tenna._6eleuisien- slaaU -be instailerFda -uEil i4y.- spesif ieations -hy- the- eiesEriaal- permit kiol d er- priev -te-i aspestie rra€ eiestriea! cor�dHlF (b) For existing single- family and duplex (two - family) structures, a new service meter may be Installed without the utility wires and Cables being Installed underground provided that the new meter to be installed is a dual function service box which may be converted for underground service when appropriate. (c) For existing multifamily, commercial, and industrial structures, a change of service may be permitted with a waiver from the requirements of subsection (a), above, if approved by the planning director. Waivers may be granted if, after a review of aesthetic and technical considerations, a determination is made that environmental or other conditions affecting the site make the underground installation of wires or cables unreasonable or Impractical, Requests for waivers shall be in writing on forms provided by the planning department. The declslon of the designee may be appealed to the planning commission by filing an appeal application to the planning department within ten (10) days. The decision of the planning commission shall be final. The form and content of the waiver application and appeal application shall be determined by the executive director of the planning and building safety agency. EXHIBIT 1 Page 1 75A -6 (d) For existing single- family and duplex (two -unit) structures, a waiver as outlinesd in subsection (c) may be granted for expansion of the existing structures as referenced in subsection (al, provided no additional dwelling units are created. (a) In addition to the waiver provisions of this section outlined in subsections (c) and (d), minor exceptions may be granted from the requirements of subsection (a) of this section for new or relocated buildings or structures subject to the standards set forth in section 41 -638. ll The requirements of this section shall not apply to construction of new second dwelling unit provided however, that all electrical feeds between the primary residence and a detached second dwelling unit shall be placed underground. Page 2 75A -7 LS 11.14.16 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO THE REQUIREMENT OF UNDERGROUND UTILITY INSTALLATIONS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Santa Ana Municipal Code ($AMC) requires updates periodically in order to streamline requirements and procedures and /or gain compliance with new state or federal legislation. B. In a continuing effort to establish high- quality development standards and to create a user friendly environment for residents and the business community within the city, the Planning Division is proposing revisions to various sections of Chapter 41. C. After a thorough analysis of the current code requirements in the city, staff identified a code amendment and additions necessary to ensure clear, uniform, and legally consistent regulations for various sections of the SANK. The proposed changes and additions will enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on home owners, business operators and developers. Staff analyzed several projects including small residential additions, major residential additions, and the construction of second /accessory dwelling units. Several projects had been affected with the high cost of providing underground utilities or having to apply for a waiver, which meant that continuing construction, was determined by the amount of time it took to have the waiver reviewed and by the final decision to approve or the deny the application. D. Section 41 -626 of the SAMC requires that all utility cables, wires, or feeds be placed underground for certain projects, including new or relocated buildings, additions to existing structures, conversions of buildings to other uses, and changes or increases to services. Currently, this section of the SAMC requires undergrounding of utility cables for any building addition in excess of 25 percent, including residential additions above this threshold. For many of the projects that are approved over - the - counter, the 25% threshold is often seen when property owners wish to add a master bathroom, a family room, or even one bedroom. The proposed code amendment would increase the threshold to 50 Ordinance No. NS -XXX Page 1 of 5 75A -8 percent for residential (one - family or two - family /duplex) structures. The proposed increase will help property owners streamline the permitting process without creating additional requirements or approvals. No changes will take place regarding the 25 percent threshold for multi - family and non - residential structures. Moreover, the amendment would clarify that the provisions requiring undergrounding of utility cables do not apply when a second /accessory dwelling unit is being constructed. The New state law has provided a framework of requirements to make accessory dwelling units more affordable and accessible to property owners. The proposed modifications will allow property owners the opportunity to construct an accessory dwelling unit without the concern of providing underground utilities. E. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: Section 2: In order to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on homeowners, business operators and developers, Section 41 -626 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 41 -626. - Underground utility installations. (a) similar service wires or cables which provide direct service to the property being antenna television shall be installed to utility specifications by the electrical permit holder prior to inspection of electrical conduit. (1) When any property is developed with a new or relocated building or structure. (2) (3) i xsept- as -athen tse pr- Wiled- fer-in- subseetians (b} f�j (d} and (e}e# tktis sesto when +ever-a ny -pr9perty4s-- 4e*eGi39d- w1th - -new- ar-reio ree-s 75A -9 Ordinance No. NS -XXX Page 2 of 5 75A -10 LS 11.14.16 ORDINANCE NO, NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF CHAPTER 41 OF THE SANTA ANA MUNICIPAL CODE RELATING TO THE REQUIREMENT OF UNDERGROUND UTILITY INSTALLATIONS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Santa Ana Municipal Code (SAMC) requires updates periodically in order to streamline requirements and procedures and /or gain compliance with new state or federal legislation. B. In a continuing effort to establish high - quality development standards and to create a user friendly environment for residents and the business community within the city, the Planning Division is proposing revisions to various sections of Chapter 41. C. After a thorough analysis of the current code requirements in the city, staff identified a code amendment and additions necessary to ensure clear, uniform, and legally consistent regulations for various sections of the SAMC. The proposed changes and additions will enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on home owners, business operators and developers. D. Section 41 -626 of the SAMC requires that all utility cables, wires, or feeds be placed underground for certain projects, including new or relocated buildings, additions to existing structures, conversions of buildings to other uses, and changes or increases to services. Currently, this section of the SAMC requires undergrounding of utility cables for any building addition in excess of 25 percent, including residential additions above this threshold. The proposed code amendment would increase the threshold to 50 percent for residential (one - family or two - family /duplex) structures, and would keep the 25 percent threshold for multi - family and non - residential structures. Moreover, the amendment will clarify that the provisions requiring undergrounding of utility cables do not apply when a second /accessory dwelling unit is being constructed E. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. Exhibit B Ordinance No. NS -XXX Page 1 of 4 75A -11 THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: Section 2: In order to implement a regulatory framework that both protects the health, safety, and welfare of the city and limits undue strain on homeowners, business operators and developers, Section 41 -626 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: Sec. 41 -626. - Underground utility installations. (a) Except as otherwise provided for in subsections (b), (c), (d) and (e) of this section, whenever any property is developed with new or relocated buildings or structures, or whenever floor area in excess of twenty -five (25) per -c-ent percent of the existing floor area is added to an existing non - residential or multi -family structure, 2i:twenty- five (26) fifty (50) percent of the existing floor area is added to an existing single family or duplex (two-unit) structure building, or whenever a residential building or use is converted to any nonresidential purpose or use, or whenever service is changed for any reason, all electrical, telephone, community antenna television and similar service wires or cables which provide direct service to the property being developed, added to, or converted, shall, within the exterior boundary lines of such property, be installed underground. Conduits required for telephone or community antenna television shall be installed to utility specifications by the electrical permit holder prior to inspection of electrical conduit. (b) For existing single - family and duplex (two - family) structures, a new service meter may be installed without the utility wires and cables being installed underground provided that the new meter to be installed is a dual function service box which may be converted for underground service when appropriate. (c) For existing multifamily, commercial, and industrial structures, a change of service may be permitted with a waiver from the requirements of subsection (a), above, if approved by the planning director. Waivers may be granted if, after a review of aesthetic and technical considerations, a determination is made that environmental or other conditions affecting the site make the underground installation of wires or cables unreasonable or impractical. Requests for waivers shall be in writing on forms provided by the planning department. The decision of the designee may be appealed to the planning commission by filing an appeal application to the planning department within ten (10) days. The decision of the planning commission shall be final. The form and content of the waiver application and appeal application shall be determined by the executive director of the planning and building safety agency. (d) For existing single - family and duplex (two -unit) structures, a waiver as outlinesd in subsection (c) may be granted for expansion of the existing structures as referenced in subsection (a, provided no additional dwelling units are created. Ordinance No. NS -XXX Page 2 of 4 75A -12 (e) O In addition to the waiver provisions of this section outlined in subsections (c) and (d), minor exceptions may be granted from the requirements of subsection (a) of this section for new or relocated buildings or structures subject to the standards set forth in section 41 -638. Section 3. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15061(b)(3). This exemption applies to projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. Therefore, it can be seen with certainty that there is no possibility that the proposed code changes will have a significant effect on the environment. General Rule Exemption No. ER 2016 -150 will be filed for this project. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2016. APPROVED AS TO FORM: Sonia R. Carvalho City Af�++ t-�ttorney Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor 75A -13 Ordinance No, NS -XXX Page 3 of 4 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75A -14 Ordinance No. NS -XXX Page 4 of 4 141111 �:: r. ..:. . fA1 §I4:1111I Ilk Lei 7-131 9 DECEMBER 6, 2016 TITLE: PUBLIC HEARING — AMENDMENT APPLICATION NO. 2016-04 TO REMOVE AND REPLACE THE CITY OF SANTA ANA ZONING SECTIONAL DISTRICT MAPS, CITY OF SANTA ANA - APPLICANT {STRATEGIC PLAN NOS. 3, 2; 7, 2} c is CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F.11•l -90i7W ❑ As Recommended ❑ As Amended ❑ Ordinance on 18' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution Set Public Hearing For_,_,_ CONTINUED `rO Will"WnEXANd7 Adopt an ordinance approving Amendment Application No. 2016 -04. PLANNING COMMISSION ACTION At its regular meeting on November 14, 2016 by a vote of 7:0, the Planning Commission recommended that the City Council adopt an ordinance approving Amendment Application No. 2016 -04 to formally remove and replace the existing City of Santa Ana Zoning Sectional District Maps (SDM) with a new set which uses an updated graphic format. The Planning Commission made no changes to the attached staff report (Exhibit A). DISCUSSION The City of Santa Ana Planning Division is requesting that an amendment application be approved to formally remove and replace the existing City of Santa Ana Zoning Sectional District Maps (SDM) with a new set which uses an updated graphic format. The Citywide Zoning Key and individual SDM pages have been redesigned to more efficiently integrate Geographic Information System (GIS) technology and consistency. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), and Goal #7 - Team Santa Ana, Objective #2 (establish communication plans to engage and inform employees and the community about City activities). 75B -1 Amendment Application No. 2016 -04 — Amendment to Remove and Replace the Zoning Sectional District Maps December 6, 2016 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Hassan Haghani, AICP Executive Director Planning & Building Agency MGM:rb MAREPORTS\PC \aa16 -04 ZoningMap11.14.16.cc Exhibits: A. Planning Commission Staff Report B. Ordinance 75B -2 REQUESTFOR . Ianning Commission Action �tt?tt�IeIK7TiTIFti3, tP1ril(HiT:`ii NOVEMBER 14, 21016 TITLE: AMENDMENT APPLICATION NO, 2016 -04 TO REMOVE AND REPLACE THE CITY OF SANTA ANA ZONING SECTIONAL DISTRICT MAPS (STRATEGIC PLAN NOS. 3,2; 7,2) Prepared by Melanie G. McCann Executive i PLANNING COMMISSION SECRETARY APPROVED 0 As Recommended 0 As Amended 0 Set Public Hearing For DENIED 0 Applicant's Request El Staff Recommendation CONTINUED TO RECOMMENDED ACTION Recommend that the City Council adopt an ordinance approving Amendment Application No. 2016- 04. Request of Applicant The City of Santa Ana Planning Division is requesting that an amendment application be approved to formally remove and replace the existing City of Santa Ana Zoning Sectional District Maps (SDM) with a new set which uses an updated graphic format. The Citywide Zoning Key and individual SDM pages have been redesigned to more efficiently integrate Geographic Information System (GIS) technology and consistency (Exhibit 1). Proiect Description Since 1952, the Santa Ana Municipal Code (SAMC) Chapter 41 has referenced criteria for the use and amendment to Zoning Sectional District Maps. Amendment Application No. 2016 -04 proposes to modify the Sectional District Maps citywide for the purpose of reformatting the map, associated legend, and page layout. The replacement of Sectional District Maps does not include any changes to zoning boundaries or designations for individual properties. The new SDM page layout will facilitate the efficient production of zoning maps through the use of Geographic Information System (GIS) technology. In addition, the SDM map legend has been modified to more accurately reflect the zoning districts and related designations. CEQA Analysis In accordance with the California Environmental Quality Act, the proposed project is exempt from further review pursuant to Section 15061 (b)(3), as there is no potential for causing a significant impact on the environment due to the adoption of the ordinance. Categorical Exemption Environmental Review No. 2016 -96 will be filed for this project. EXHIBIT A 75B -3 Amendment Application No. 2016 -04 November 14, 2016 Page 2 Strategic Plan Alignment Approval of this item supports the City's efforts to meet Goal No. 3 Economic Development, Objective No. 2 (create new opportunities for business /job growth and encourage private development through new General Plan and Zoning Ordinance policies), and Goal No. 7 Team Santa Ana, Objective No. 2 (establish communication plans to engage and inform employees and the community about City activities), Conclusion Upon approval, the newly reformatted Zoning Sectional District Maps will be made available on the City's website and displayed via an integrative Zoning Key Map for the convenient and easy access by the public. Based on the analysis provided within this report, staff recommends that the Planning Commission recommend approval of Amendment Application No. 2016 -04. Melanie G. McGann, AICP Senior Planner MGM:jm M1REPORMPOes16 -04 ZoningMapi 1.14.1 G.pe.doo Attachment: Exhibit 1 — Zoning Key and Section District Maps 75B -4 CITY OF SANTA ANA ZONING SDM KEY MAP MWENKM NOWMEN BREMEN mffi mum- Zoning Amendments prior to those listed above are available through the City Planning Division, EXHIBIT 1 75B-5 Rd 3 3 3 C1 RI RI Xpny j M P R]� MEMOAI LN RY 3 RnA R1 RI iij RI i R1 • RI I. RI RI moo I� P1 R1 C RI PI [RI rl R1 RI - -I i C I Al mu A, RI R,� r P1 R1 R1 xpgM MglMgl fll r R2 Y: _I lL R, L, SR1 � Ri I Rt k R2 3 RI Ci Cl CI Cl C C1 C1 +7TH ST c, ■ ZONING DISTRICTS c] d i '4R P PI s \ RI CS.NpII ^ � � V SP] SP] 8PJ F N c, -Mp I Al GENPRALAGRCULTURAL CSM SOUTH MAN STREET COMMERCIAL DIST. R2 TVM- FAMILYRESDEICE .B PARKNGMOOFICATON C1 COMMUNBYCOMMERCWL GC GOVERNMENRCENTER R3 MULTPLE- FAMLY RESIDENCE -OZ OVERLAYZONE C1MD COMMUNrrY COMMERCIAL - MUSEUM DIST. M7 LGHTNDUSTRAL R4 SUBURBAN APARTMENT PLANNED RESIDENTWL -PRO DEVELOPMENT C2 GENERALCOMMERCIAL M2 HEAVYNDIISTRIAL RE RESDENTNL ESTATE C4 PLANNEDSHOPPWGCENTER 0 OPEN SPACE 50 SPECIFIC DEVELOPMENT -HD2 HEGHTDSTRCTII CS ARTERIAL COMMERCWL P PROFESSONAL SP SPECFC PLAN CR COMMERCIALRESDENTKL Ri SNGLE -FAMLY RESDENCE SECTIONAL DISTRICT MAP: 1 -5-10 e IS CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -6 p N/A g 3 l o 2 01 ct RI L at so M1l�ky by on Rl lx LI W R .� I -[ � o ,\ 1111 ~Rt P11. R1 R1 — n Rt i e �it Rx I Pt. R4 RI RI� RI $E000 �1RI� RI fll RI P, x. Rl Rt = x RI �tt RI Rl Pt 0.1 - / Rl R, � Yxfx C n Q' —j- S t � Wp RI - RI.PRD n 3 Rt Rltx j Rl r S RI R 1 0.1 l / � 1 }} Spy � RI Iyl RI '� 0. RI IO' RI ~ I L ucx�k —xt RI 1�` iL_.JI nttv p RR �Qi Rt RI RI Rt = F7— RI RI R2.8 cl U ZONING DISTRICTS C' R2 cl Al GENERAL AGRICULTURAL CBM SOUTH MAIN STREETCOMMERCIAL DST. R2 TAO- FAMLYRESOENCE -B PARKINGMODFICATION Cl COMMUNIfYCOMMERCAL GC GOVERNMENTCENTER R3 MULTIPLE-FAMLYRESIDENCE -OZ OVERLAYZONE C'IMD COMMUNITY COMMERCIAL - MUSEUM DST, Ml LIGHT WDUSTRIAL R4 SUBURBAN APARTMENT PLANNEDRESDENTNL C2 GENERALCOMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE PRD DEVELOPMENT C4 PLANNEDSHOPPWG CENTER 0 OPEN SPACE SO SPECIFIC DEVELOPMENT -H02 HBGHTDISTRETH CS ARTEEALCOMMERCAL P PROFESSIONAL SP SPECIFICPLAN CR COMMERCIAL RESIDENTIAL R1 SWGLE- FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 2 -5-10 e CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -7 RI N/A :f mm K i v � r jtOi {7 � a xn oq e 1 I jTv a IQ a I wuae4ein e. n m m weSTWN3WR AV: 17TgH ST 1 5 i` 1 10 -5-10 hrxronnWne i 10 -S -0OC: ZONING DISTRICTS Al GENERALAGRICILTURAL CSM SOUTH MAN STREETCOMMERCIAL DIST. R2 TNO- FAMILYRESDENCE -8 PARK14G MODIFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTPLE -FAMLY RESIDENCE -OZ OVERLAYZONE. C1MD COMMUNITY COMMERCIAL - MUSEUMDST. Ml LIGWINDUSTRIAL R4 SUBURSANAPARTMENT PRO PLANNEDRESDENTIAL C2 GENERAL COMMERCIAL M2 HEAVYNDUSTRIAL RE RESIDENTIAL ESTATE DEVELOPMENT C4 PLANNEDSHOPPNGCENTER O OPENSPACE SO SPEC'FDDEVELOPMENT -HD2 HEIGHTDSTRDTII CS ARTERIAL COMMERCIAL P PROFESSIONAL SP SPFUICPLAN OR COMMERCIALRESDENTIAL Rl SNGLE- FAMLYRESDENCE SECTIONAL DISTRICT MAP: 3 -5-10 CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -8 N/A NIA �, — — —•F R V{•N z P� P1 ` —/ 0.1 Wum® 1 Q y I N 1 P 86 ' 1 R1 S NAC qV �T I xwAU xv •. S� 9 � _ Le�urru�o.. ■1 C RI eWUOx•V Px At .pf- WYAW R1 Al Cf t�... uo c.WxaW .y11g1AW RI .... CRIIM.W IFVM'OOOW Rf R C 3 RtlGCIMO -W G Cf Af ij R1 94 YmW cf�R� Al a am s• Z Al I... 3 Al a PfE CS Ct c 17TH ST S 1..— .. - - -- z ..7 D aV:A F6 -R Mwr MeelN/16 B -S -B ? \P ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST R2 TWO - FAMILY RESIDENCE -B PARKING MODFICATON Cl COMMUNITYCOMMERCIAL GC GOVE2NAENTCENTER R3 MULTFL& FAMILY RESIDENCE -OZ OVERLAYZONE CWD COMMUNRY COMMERCIAL - MUSEUM 01ST. All LIGHTNDUSTRIAL R4 SUBURBANAPARTMENT PLANNEORESIDENTAL PRD UE E.OPMENT C2 GENERAL COMMERCIAL M2 HEAVYINDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNEDSHOPPNGCENTER 0 OPENSPACE SO SPECFICOEVIELOPMENT -HD2 HEIGHTDISTRICTII C5 ARTERIAL CONI E CAL P PROFESSIONAL SP SPECFIC PLAN CR COMMERCIAL RESIDENTIAL Rl SINGLE- FAMILYRESIDENCE SECTIONAL DISTRICT MAP: 4 -5-9 e CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -9 L lei Al I L I _ _tee Al R CA pp At i a,RVecir 5. .+,LL sa ' Rl Rl Iil to ca a ,ra �*,•r _� i 3 J L c.R.aPU.! R1 R lMnpR 1 fA•rygx nRl I MBCXXJOJ '[ rt Al � C i!N RNMOOrt ' RI I� mi 5F iiii Al NI 55 6PM M a R, Al 0 Pl$ CS Q l P1 I R, o , R1 pt PI >I A R, p1 RuRxlo i~ CB RI a S riEy .v r• RI [frfUxx vvRl Ik S w,.00R '3331 R, ��§fucxwvoi �' 9 A F 3 RI Z� wi� 9L �i C1 2i Al IM SrPt C d 11 FTI- A R1R Ct 17TH ST s _ G f€ S 3 CS Cl 'Q'y 8- }Y MwrDncSN/Ii ONING DISTRICTS CS CI_ 11 CY I Revised Date: January 6, 2017 75B -10 Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO- FAMLYRESDENCE -B PARKING MODIFICATION Ct COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE -FAMILY RESIDENCE -OZ OVERLAY ZONE CWD COMMUNITY COMMERCIAL - MUSEUM DIST -M1 LIGHTNDUSTRIAL Rd SUBURBANAPARTMENT PRD PLANNEDRESOENTIAL C7 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE DEVELOPMENT CA PLANNED SHOPPING CENTER 0 OPENSPACE SO SPECPICDEVELOPMENT -HD2 HEIGHTDISTRi C5 ARTERIALCOMMERCIAL P PROFESSIONAL SP SPECFCPLAN CR COMMERCIAL RESDENTAL R1 SINGLE-FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 5-5 -9 e SANTA ANA, CALIFORNIA CITY OF Revised Date: January 6, 2017 75B -10 R1 PI � PI 0.l R Fa g P1 P1 PI III RI Vil At At AI AV Gvuwxi ai I MAx1 M —• R1 5 .�A I I P1 It i;a�� \�E, •��2j2j2jj Goa R1 c lift, F 0.1 9YRY bW eVIeYG 0.f R1 A, I R1 M 4w z i �ql ZONING DISTRICTS Ll 4 GE: C{ Yexi O.m: M/ Ya :N A a, R4 Rli CS R1 Al It 0.E R1 li \ PI LS P CS at Revised Date: January 6, 2017 75B -11 At GENERAL AGRICULTURAL GEM SOUTH MAN STREET COMMERCIAL DOT. R2 TWO- FAMILY RESIDENCE -B PARKING MODIFICATION Cl COMMUNITY COMMERCIAL GO GOVERNMENTCENTER R3 MULTIPLE. FAMILY RESIDENCE -OZ OVERLAYZONE C1MD COMMUNITY COMMERCIAL - MUSEUM DIST, Mt LIGHTINDUSTRIAL R4 SUBURBANAPARTMENT PRD PLANNEDRESIDENTIAL C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESOENTIALESTATE DEVELOPMENT C4 PLANNEDSHOPPING CENTER O OPEN SPACE SO SPECIFIC DEVELOPMENT -HD2 HEGHTDOTRICTA C5 ARTERIALCOMMERCIAL P PROFESSIONAL SP SPECIFCPLAN CR COMMERCIALRESIDENTIAL R1 SINGLE FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 6 -5 -9 CALIFORNIA CITY OF SANTA ANA, Revised Date: January 6, 2017 75B -11 �'P 440 44M 4e Q Ct Ct -MD 1.X011 EiHdl CS EI E! i Rq! C1 k ! n a n ei cs �w m wJ wJ xrRrt ca low Ismrt yC � 66 es w !PJ E J h NR cs !o 7,1m Iqp � SOINOTiMx ei Q A Iry SC AI s e2 1 C2 J Ri ®F• + ytPI yF �IIIII�O ®NIJI ® t { s eoz I H oe��l of ®� ®y s e s u ` ®. ODU IJ Ci ct y i Ex F BIO T L Cx R! uo IT MFVF I � � e2NDll eiMDll t cxJlan a6 b )� SOlx GCLIMI, C2Ndl E2 o 12 1811 5� O.m 10 -B.i nm�o�rc llllll8 18.8.8 0. CONING DISTRICTS Al GENERALAGRICULTURAL CSM SOUTH MAN STREETCOMMERCLAL DIST. R2 TINA- FAMLYRESIDENCE -B PARKING MODIFICATION C7 COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE-FAMLY RESIDENCE -OZ OVERLAY ZONE CiMD COMMUNITY COMMERCIAL - MUSEUM DIST. M1 LIGHTINDUSTRLIL Rd SUBURBANAPARTMENT PLANNEDRESIDENRAL PRD DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVYINDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER O OPENSPACE SO SPECFICDEVELOPMENT -HD2 HEIGHTDISTRICTI C5 ARTERALCOWERCIAL P PROFESSIONAL SP SPECFICPLAN CR COMMERCALRESIDETIAL RI SNGLE- FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 7 -5 -9 CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -12 e' p _ 9 L+ R+ a 111 Cl 17TH ST LS a u C1 -ry xll L+ a _ IJ[ { P RM II P1 PI • b h CS` wlix`(ixamxly� t L C6 R+ I M R+ IS it Am� � d x M1M1M1 1 Q Penrrt rR d rt = /1 \' RISRO co R8 IRnOI , q PI \ flt 1 r RI IC P1 �e SL ` LL.ii iI _ P1 RI R1 + C1 i C3 ms ® 4TH ST } M4 a ° Q �� i el = It 6 1 N tl mroz+ <� ST p et G +� k a n' + cx aozv cx Cz cx $$a n -s -e P,.... ZONING DISTRICTS Al GENERALAGRICULTURAL CSM SOUTHMANSTREETCOMMERCIALDIST. R2 TWO -FAMILY RESIDENCE .B PARKING MODIFICATION Cl COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE- FAMILYRESIDENCE -OZ OVERLAYZONE CiMO COMMUNITY COMMERCIAL - MUSEUM DIST. MI LIGHTNDUSTRAL RL SUBURBAN APARTMENT PLANNED RESIDENTIAL C2 GERBRALCOMMERCIAL M2 HEAVY NDUSTRAL RE RESCENTALESTATE PRD DEVELOPMENT IN PLANNEDSHOPPNGCENTER 0 OPENSPACE SO SPECIFICIDWELOPMENT -1102 HBGHTDISTRCTII C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFICPLAN CR COMMERCIAL RESIDENTIAL RI SINGLE - FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 8 -5 -9 Kad CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -13 L� Igo k E "s I Al R+ k S Cf I ZONING DISTRICTS R1 kWYO Rf R1 {pp RI G i R3 0.1 � 1M li R2 Avf11M Rl R2 1 O W Hfl3 M JII Cl -.. -- P1 CI Al fll R1 C1 g' L R+ C3 C2 i �OORNFdG![.YR_ b 1 ST ST � 3 iNrc 1T- s -w�,h� Revised Date: January 6, 2017 75B -14 Al GENERAL AGRICULTURAL CSM SOUTHMAN STREET COMMERCIAL GIST. R2 TM- FAMLYRESIDENCE -S PARKING MODIFICATION Cl COMMUNITY COMMERCIAL GC GOVENNMENTCENTER R3 MULTIPLE - FAMILY RESIDENCE -OZ OVERLAY ZONE C1MD COMMUNITY COMMERCIAL-MUSEUM DST. Ml LOWNDUSTRAL RI SUSUREANAPARTMENT -PRO PLANNED RESIDENTIAL C2 GENERAL COMMERCIAL M2 HEAW NOUSTRIAL RE RESIDENTIAL ESTATE DEVELOPMENT C/ PLANNED SHOPPNG CENTER O OPEN SPACE SO SPECFIC DEVELOPMENT -H02 HEIGHTDSTRICTII CS ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECFICPLAN CR COMMERCIAL RESIDENTIAL R1 SNGLE - FAMLY RE$PENCE SECTIONAL DISTRICT MAP: 8 -5 -10 SANTA ANA, CALIFORNIA CITY OF Revised Date: January 6, 2017 75B -14 cl a uRCU. R R4 -PRO ssy6y6 eAp *AP $ OY� P ST RMRV: - RPNTIII ^� C P Rt RI r Rt R1 IRMRf R1 O RA P 9 Pmn Pmn Pmn Pmn Prozl Piozi •.MRt 1 I i 1 11 1 I 1 1 I 1 1 1 1 1 I 1 1 1 1 ST _ ® VINE BLVD o�enwlr_ IIICTDIf TC Ai + GENBiALAGRICULTURAL CSM SOUTH MAN STREET COMMERCIAL DIST. R2 TWO - FAMILY RESDENCE -B PARKING MODIFICATION Ct COMMJNITYCOMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE -FAMILY RESIDENCE -OZ OVERAYZONE CT4D COMMJNRYCOMMERCKL- MUSEUMObT. MI LIGHTNDUSTRIAL R4 SUBURBANAPARTMENT PRO PLANNEDRESIDENnAL C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE DEVELOPMENT C4 PLANNEDSHOPPNG CENTER O OPEN SPACE SD SPECIFIC DEVELOPMENT -HD2 HEIGHTDISTRICTII CS ARTEFIALCOMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL R1 SINGLE - FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 9 -5 -9 CALIFORNIA CITY OF SANTA ANA, Revised Date: January 6, 2017 75B -15 axx L fll `� ,R PI sumro 0.I a =5 S Ri ...Al At �- R1 I E q1 J OAKF Oiv 41 :✓ RI R1 - ; o R W4✓ S PS nLTEC000t Rl P� 6 ]. a: ] I BPS TRICTS G CS CS ZONING DIS AI C1 01MD C2 C4 GENERALAGRCULTURAL COMMUNITY COMMERCIAL COMLIUNRY COMMERCIAL - MUSEUM DIST. GENERAL COMMERCIAL PLANNEOSHOPPNGCENTER OEM GC M1 M2 0 SOUTH MAN STREEF COMMERCIAL 06T. GOVERNMENTCENTER LOHTNOUSTRIAL HEAVY NDUSTRIAL OPENSPACE R2 R3 R4 RE 50 TAO- FAMLYRESDENCE MULTIPLE -FAMILY RESIDENCE SUBURBAN APARTMENT RESIDENTIAL ESTATE SPECIFCDEVELOPMENT -B -OZ PRO -HD2 PARKING MODIFICATION OVERLAY ZONE FLA N EDENTIAL HEGHTDISTRICTII CS ARTERIALCOMMERCIAL P PROFESSIONAL SP SPECFCPLAN CR COMMERCIAL RESIDENTIAL R1 SINGLE- FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 9-5-10 CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -16 P N/A 1 c WA @� O d May ImflSiETiAV— ••— ••— ••.•• — "I WESTMINSTER A\Il 0l 17TH S Cl T N Si~ �. 9' 0.1 • g ,.MR g R Ig � Pl '� m«m s] a J m K O m t Q Z CMC CEIMR C lu >nzm ml A g 0 M M1 ar ml so 5 t MI ti Y, 0 ST ST a dsrx aoz �da ?, crz g; gaRUel, ex cs o 6A oa ,IF4s -s -lo ww, o.,c,vine ts- s- toJ,N$ ZONING DISTRICTS Al GENERALAGRICULTURAL CSM SOUTH MAN STREETCOMMERCAL DIST R2 TWO- FAMLYRESIDFNCE -B PARKING MODIFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE FAMILY RESIDENCE -OZ OVERLAYZONE CM COMMUNITY COMMERCIAL - MUSEUM DIST. 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CALIFORNIA Revised Date: January 6, 2017 75B -32 RI RI 151 141 RI R RIFPD -Y 0.11RD 0.1. 1 i RMROOD RIARD R1-0PD g R R f '� $ `5, �v6..R 4 RI WLt v R1 C RLPRD o (( vv 1 3i �P1APD r(�i� Il��llllll RI.Pao \ " J ` V xene) wr _ Nci CI �J M i R1 tRe �i `WY(tt''� I wFIXE c ; '.0 AI _ SEGERSTROMA m n, Po RY PA' Al a� „ Al R�JP➢ _ g — ` CI s PI � RIA0.D IARD � vY w YRD SDS� L1 P) 5 F2 D ZONING DISTRICTS Revised Date: January 6, 2017 75B -33 GENERAL AGRICULTURAL CSM SOUTH MAN STREETCOMMERCIAL GIST. R2 TWO. FAMILY RESIDENCE -B PARKING MODIFICATION COMMUNRYCOMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE - FAMILY RESIDENCE -OZ OVERLAYZONE COMMUNITY COMMERCIAL - MUSBIMDIST. MI LDHTNDUSTRAL RE SUSURBANAPARTMENT PLANNED RESIDENTIAL PRO DEVELOPMENT [CM2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESDENTAL ESTATE PLANNEDSHOPPNGCENTER O OPENSPACE SO SPECFICDEVELOPMENT -HD2 HEIGHT OISTRDTH ARTERALCOMMERCIAL P PROFESSIONAL SP SPECFICPLAN COMMERCIAL RESIDENTIAL RI SINGLE - FAMLY RESIDENCE SECTIONAL DISTRICT MAP: 26 -5 -10 e CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -33 o t� n' zz -b-lo u -5-10 •q 410 a o m ; M, RER PJ M J -� C no4o.0 44n- MI � 6 LTIIM IT J � Y1LY p 1 I MI SEGERSTROMAV 5 _s MI 1 Q MI �\ LL son M, M, O ALTUNAV m 3 MI Q I f o o I i MI • •� MACARTHUR BLVD a MI O M, Q '%y 3C -b -10 Iwvn O��c MM 34- S- IOm.°n� h ZONING DISTRICTS All GENERALAGRICULTURAL CSM SOURI MAN STREETCOMMERCIAL DIST. U TVVO- FAMILY RESIDENCE -B PARKING MODIFICATION C1 COMMUNRYCOMMERCIAL GC GOVMNMENTC84TEi RS MULT.PLE- FAMILY RESIDENCE -OZ OVERLAYZONE CMD COMMUNRYCOMMERCIAL- MUSEUMDIST. MI LIGHT INDUSTRIAL R4 SUBURBAN APARTMENT PLANNEDRESDENTIAL PRIG DEVELOPMENT C2 GENERALCOMMERCKL M2 HEAWIIDUSTRIAL RE RESDENTIAL ESTATE C4 PLANNEDSHOPPINGCENTER 0 OPEN SPACE SO SPECIFICDEVELOPMENT -HD2 HEUKDETRCTII C5 ARTERIALCOMMERCIAL P PROFESSIONAL SP SPECIFCPLAN CR COMMERCIAL RESIDENTIAL Rt SMGLEFAM0.Y RESIDENCE SECTIONAL DISTRICT MAP: 27 -5-10 e CITY OF SANTA ANA, CAUPORNIA Revised Date: January 6, 2017 75B -34 2\P N/A GENERAL AGRICULTURAL CSM N/A Q TWOK FAMLY RESIDENCE -S PARKNG MODIFICATION N Z ' GOVERNMENTCEdTER R3 N -OZ OVERLAYZONE CHAD COMMUNRY COMMENCAL - MUSE/MDIST. MI LIGHT INDUSTRIAL WARNERAV SUSURSANAPARTMENT PLANNEDRESIDENTIAL C2 GENERALCOMMERCIAL W HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE -PRO DEVELOPMENT CA PLANNED SHOPPING CENTER lY Mmiu .v SO SPECIFIC DEVELOPMENT -HD2 Al 05 ARTERIAL COMMERCIAL P PROFESSIONAL m SPECF'ICPLAN CH COMMERCIAL RESIDENTIAL R1 SINGLE-FAMILY RESIDENCE 0 0 SECTIONAL DISTRICT MAP: 25 -5 -10 CITY OF SANTA ANA, CALIFORNIA qqI MI u `21 SEGERSTROM AV yo •IP,y M1 1 — P M1 Al J �.. -7 .�i YY y m wnnvw M 39 m M1 I N1 Y00PE W' a ._.._.._.._.._.._.._. ._.._.._.._.•AGIC1iilYFiGit�i7U _.._.._.._.._... a 3 S Niq N/A anmr wn. mne N/q ? \P ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH AMNSTREETCOMMERCIALDIST. R2 TWOK FAMLY RESIDENCE -S PARKNG MODIFICATION Cl COMMUNRYCOMMEiCAL GC GOVERNMENTCEdTER R3 MULTIPLE - FAMILY RESIDENCE -OZ OVERLAYZONE CHAD COMMUNRY COMMENCAL - MUSE/MDIST. MI LIGHT INDUSTRIAL R/ SUSURSANAPARTMENT PLANNEDRESIDENTIAL C2 GENERALCOMMERCIAL W HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE -PRO DEVELOPMENT CA PLANNED SHOPPING CENTER 0 OPENSPACE SO SPECIFIC DEVELOPMENT -HD2 HEIGHTDISTRICTII 05 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECF'ICPLAN CH COMMERCIAL RESIDENTIAL R1 SINGLE-FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 25 -5 -10 CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -35 -g 10-LY 20 -5 -e my WARNERA V i° i° i° M1 1y191�Xrt a 0 z tD Mm MYU�� Ml L-° ° P4 W J m n n 0 LS ��•SSIRS -9 puxrpy°:MM R9 -9 ��lA ZONING DISTRICTS Al GENERALAGRICULTURAL CSM SOUTH MAN STREET COMMERCIAL DIST, R2 TKO- FAMILY RESIDENCE -B PARKING MODIFICATION Cl COMMUNRYCOMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE- FAMLYRESIOENCE -OZ OVERLAY ZONE ClMD COMMUNITY COMMERCIAL - MUSEUM DIST. Ml LIGHTNDUSTRIAL RO SUSURBANAPARTMENT PLANNEORESOENTXL PRO DEVELOPMENT C2 GENERAL COMMERCIAL M2 HFAVYNDUSTRIAL RE RESOT'TIAL ESTATE C9 PLANNED SHOPPING CENTER O OPEN SPACE SO SPECFKIDEELOPMENT -HD2 HEIGHTDISTRICTII C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL RI SINGLE-FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 29 -5 -9 CITY OF SANTA ANA, CALJFORNIA Revised Date: January 6, 2017 75B -36 �y'P1a -s -o Is -s -s?O .Q Q ea '�' it k k 4 • o Y1 eQ�i` We M1 C1 Nt YI C � Lh :Y1. MI YI Y Y1 NI cs <s DYER __ ca r4u 2 Fyn - Ncxa� y� ia' MI 'IYI Y: Yt NMaex7 i I M l Vile CP , Sep ` 0 ' ` a CC 3 u t cs C MACARTHUR B � ••�•.�� 06 awe � • u 2 t• P, aofs � I R 999 V I N/A tilP ONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TNtl- FAMLYRESIDMCE -B PARKING MODIFICATION C1 COMMUNRYCOMMERCIAL GC GOVERNMENT CENTER R3 MULTFLE- FAMILY RESIDENCE -OZ OVERLAYZONE CWD COMMUNRY COMMERCIAL - MUSEUM DIST- M1 LIGWNDUSTRIAL R4 SUBURSANAPARTMENT PLANNEDRESIOENTAL C2 GENERALCOMMERCAL M2 HEAVY94DUSTRKL RE RESDENTAL ESTATE PRO DEVELOPMENT C4 PLANNEDSHOPPNG CENTER 0 OPENSPACE SO SPECIFIC DEVELOPMENT -HD2 HEIGHTDISTRICTII C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL R1 SINGLE-FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 30-5 -9 CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -37 flAiro IIMCMIDIP"014y11� Al GENERALAGRDULTURAL CSM SOUTH WIN STREET COMMERCIAL DIST R2 TAW- FAMILYRESOENCE -S PARKNGMODPCATION C7 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTPLEFAMI -Y RESIDENCE -OZ OVERIAYZONE CWO COMMUNRY COMMERCIAL- MUSEUM DIST. M1 LIGHTNOUSTRIAL R4 SUSURSANAPARTMENT PLANNEORESOENTIAL PRO DEVELOPMENT C2 GENERAL COMMERCAL W HEAVY NOUSTRIAL RE RESDETIALESTATE C4 PLANNED SHOPPING CENTER 0 OPEN SPACE SO SPECFICDEVELOPMENT -H02 HEIGHTDISTRDTII CS ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECFICPLAN OR COMMERCIAL RESIDENTIAL RI SNGLE-FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 87 -4 -9 e CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -38 6'50 -5 -Y 30-0 -9$. �F d 7E7777777= / ¢a z R2 MACARTHUR BLVD % i T PARKING MODIFICATION C1 eN GC GOVERNMENTCENTER R3 MULTIPLE- FAMLYRESIDENCE -OZ OVERLAYZONE CWD COMMUNITY COMMERCIAL - MUSEUMOIST. C4 LGHTWOUSTRIAI R4 SUSURBANAPARTMENT PLANNED RESIDENTIAL / GENERAL COMMERCIAL M2 I RE RESIDENTIAL ESTATE PRD DEVELOPMENT C4 I 0 OPENSPACE SO SPECIFIC DEVELOPMENT -H02 rmrxr y C5 ARTERALCOMMERCIAL P PROFESSONAL SP SPECIFIC PLAN t�P / COMME2CIALRESIDENTAL Ri SNGLEFAMILYRESOENCE a i SECTIONAL DISTRICT MAP: 31 -5 -9 i S N /• R, C! % �Up �Y1�i:�Ar i. i. i. i' i. D ti9 MA nw. o..a mm N/A �P ZONING DISTRICTS Al GENERALAGRICULTURAL CSM SOUTH WIN STREET COMMERCIAL DIST. R2 TAO - =AMLY RESIDENCE -S PARKING MODIFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE- FAMLYRESIDENCE -OZ OVERLAYZONE CWD COMMUNITY COMMERCIAL - MUSEUMOIST. Mt LGHTWOUSTRIAI R4 SUSURBANAPARTMENT PLANNED RESIDENTIAL C2 GENERAL COMMERCIAL M2 HFAVYWDUSTRIAL RE RESIDENTIAL ESTATE PRD DEVELOPMENT C4 PLANNED SHOPPING CENTER 0 OPENSPACE SO SPECIFIC DEVELOPMENT -H02 HEIGHTDISTRCTI C5 ARTERALCOMMERCIAL P PROFESSONAL SP SPECIFIC PLAN OR COMME2CIALRESIDENTAL Ri SNGLEFAMILYRESOENCE SECTIONAL DISTRICT MAP: 31 -5 -9 CITY OF SANTA ANA. CALIFORNIA Revised Date. January 6, 2017 75B -39 II C. Y uii Al - ct At R1 R{ L P3 R P �) Al Rt i .�}I yP'` 6ROVFPOMBf cGi P� kbLL. �. Q a i 5 R< P1 P IRtM� C$ � IONIP OP Q i g' V :+ Ri R1 L$ Cx61M fi� [MPRRV Pf ,; R1 n4Rtaw P1 ux q eP Rt Al c5 Al urtx5r ZONING DISTRICTS Al GENERAL AGRICULTURAL CSM SOUTH MAN STREET COMMERCIAL 01ST. R2 TNO FAMILY RESIDENCE .8 PARKNGMODFICATION Cl COMMLNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPLE- FAMLYRESGENCE -OZ OVERLAY ZONE CMD COMMUNITY COMMERCIAL - MUSEUM DIST. Ml LIGHT INDUSTRIAL RA SUBURBANAPARTMENT PLANNED RESIDENTIAL PRO DEVELOPMENT C2 GENERAL COMMERCIAL W HEAVYNDUSTRNL RE RESIDENDALESTATE C4 PLANNED SHOPPNG CENTER O OPENSPACE SD SPECFICDE OPMENT .1102 HEOHTDISTRICTU C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECFGPLAN OR COMMERCIALRE551DFNTIAL Rl SINGLE- PAMLYRESIDENCE SECTIONAL DISTRICT MAP: 32 -4 -9 CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -40 M1 O 1 IR�c® M1 ri ZONING DISTRICTS MI RI N M, M1 I n soe, isoaa a� �I unPo �F- N cs K CS 1 R1 tJ wdmR; ei Rr M1 M�� pl �I I f RE R� Al GENERAL AGRLULTURAL GSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TKO - FAMILY RESIDENCE -B PARKNGMOOFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MULTIPL&FAMLYRESID5 CE -OZ OVERLAYZONE CIMO COMMUNITY COMMERCIAL - MUSEUM DST M1 LIGNTNDUSTRIAL R4 SUBURBANAPARTM94T PLANNEDRESIDENTIAL C2 GENERALCOMMERCNL M2 HEAWNDUSTRIAL RE RESIDENTIAL ESTATE PRD DEVELOPMENT 04 PLANNED SHOPPING CENTER 0 OPEN SPACE SO SPECIFICDEVELOPMENT -HD2 HEIGHTDISTRICTII C5 ARTERIALCOMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL RI SINGLE FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 34 -$ -10 e CITY OF SANTA ANA, CALIFORNIA Revised Date: January 6, 2017 75B -41 o' zs -s -w r "b 1JR0 M flIfRO 9 A 77 • Y1 M1 bYllq AV CMIry Al lYM u o a N]M RD B4ROR.R4% . MIf 'R6 W %Ifb. O 6 p p 9UC aMi MG¢PYBROONM y E RfyRO ii lc Bill n CARTHUR BWD ° Ra %i m R EE� 1 I 1 �•••• —• •—••— ••'91111PCCYMERYIr••�••— •• —••- 0 P -, Penro.r..n M6 NIA �P y N/A s �,,n lkw S TITLZ MTI`rc Revised Date: January 6, 2017 75B -42 Al GENERAL AGRICULTURAL CSM SOUTHMANSTREETCOMMERCIAL DIST, R2 TM- FAMLYRESUENCE -B PARKNGMODIFICAMN C1 COMMUNITY COMMERCIAL GC GOVERNMENTCENTER R3 MUL -FLE -FAMLY RESIDENCE -OZ OVERLAYZONE CWD COMMJNRY COMMERCIAL - MUSEUM DIST. M1 LIGWNDUSTRAL Rd SUBURBAN APARTMENT PRD PLANNED RESIDENTIAL C2 GENERAL COMMERCIAL M2 HEAVY NDUSTRIAL RE RESIDENTIAL ESTATE DEVELOPME14T C4 PLANNED S14OPP94G CENTER O OPENSPACE SO SPECFICDEVELOPMFNT -HO2 HEIGHTDISTRICTA CS ARTERIAL COMMERCAL P PROFESSIONAL SP SPECFICPIAN CR COMMERCAL RESIDENTIAL R1 SNGLE -FAMLY RESIDENCE SECTIONAL DISTRICT MAP: BS -S —lO SANTA ANA. CALIFORNIA CITY OF Revised Date: January 6, 2017 75B -42 P N/A Al RA C1 i PI F 61 F 'N I� u. m C1 RI ISI P1 r I� .. � i4� I W! k P1 Rt RI Rt w 11 $3 111 PI I Rl xll 1M 1p1 f DRY LN l 5 ElIN" NRI(aN F Rt Rt rT.. o..e mnR ZONING DISTRICTS R1 Rp1 Rt P1 Al GENERAL AGRICULTURAL CSM SOUTH MAN STREET COMMERCIAL DST. R2 TVrO -FAMLY RESIDENCE .8 PARKNGMODFICATION C1 COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPLE- FAMLYRESDEJCE -OZ OVERLAYZONE CWD COMMUNITY COMMERCIAL-MUSEUM D ST, M1 LIGHTINOOSTRAL R6 SUBURBAN APARTMENT PRD PLANNEDRESDENTIAL C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESDENTIAL ESTATE DEVELOPMENT C4 PLANNED SHOPPING CENTER O OPENSPACE SD SPECIFIC DEVELOPMENT -H02 HEIGHTOISTRICTII CS ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECFD PLAN GR COMMERCIALRESDEITIAL R1 SNGLEFAMLYRESIDENCE SECTIONAL DISTRICT MAP: 36 -4 -10 e CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -43 �! 363.p xAMaR 15- R -p��• R PE PE G 1 y ,yly R1 p Fy( O a RA E M G C0. .M { G k } RE x Pi � P Pt G RE RI CYIYWUtAV • b P1 c1 CwaM r' WIiM 9 IL 9 RE E R1 R1 Gp CA R4 G RI RI M �- P1 IVM[M AII/RM AV F _ _ K I I M R1 C! W MACARTHUR BM naESRO F " e-I 0.1 R Rte, Ri .... Ri I: RI - i xoRE� li mexE e R_i i RI �n O � ti9 WA VmxE Cnse INM N/A ONING DISTRICTS Revised Date: January 6, 2017 75B -44 Al GENERALAGRCULTURAL CSM SOUTH MAN STREET COMMERCIAL DIST. W TWO. FAMILY RESDENCE -B PARNNGMODFCATION C1 COMMUNRYCOMMERCIAL GC GOVERNMENT CENTER RS MULTIPLE- FAMILY RESOENCE -OZ OVERLAYZONE C: COMMUNITY COMMERCIAL - MUSEUM DIST. M1 LIGHTINOUSTRIAL R4 SUSURBANAPARTMENT -PRO PLANNED RESIDENTIAL C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESDENTAL ESTATE DEVELOPMENT C4 PLANNED SHOPPING CENTER 0 OPENSPACE SD SPECFCOEVELOPMENT -HD2 HEGHTDISTRICTII CS ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECFCPLAN OR COMMERCIALRESDENTWL R1 SINGLE- FAMILY RESIDENCE SECTIONAL DISTRICT MAP: 36 -5 -10 e ANA, CALIFORNIA CITY OF SANTA Revised Date: January 6, 2017 75B -44 e xM -se zM -s -s '� 4 q i 0"1.1 W A, Mt Mt 3De xainrewnvn C � / M, \ _ mu aR .\ Al lrF� Mt W13 marnren Dn DF 41 � /•• I• -� DYER RD • \ i S 8. k I i� $ \ z d a qWA .ux. mrv:rN/n N/A ;1r ZONING DISTRICTS Ai GENERAL AGRICULTURAL CSM SOUTH MAIN STREET COMMERCIAL DIST. R2 TWO - FAMLYRESDENCE -e PARK14GMODFICATION CI COMMUNITY COMMERCIAL GC GOVERNMENT CENTER R3 MULTIPL&FAMRYRESDENCE -OZ OVERLAVZONE C1MD COMMUNITY COMMERCIAL - MUSEUM DIST. Ml LIGHTWOUSTRWL R4 SUBDRBANAPARTMENT PLANNEDRESDENTWL PRD DEVELOPMENT C2 GENERAL COMMERCIAL M2 HEAVY INDUSTRIAL RE RESIDENTIAL ESTATE C4 PLANNED SHOPPING CENTER O OPEN SPACE ED SPECIFIC DEVELOPMENT -HD2 HEIGHTDISTRICTII C5 ARTERIAL COMMERCIAL P PROFESSIONAL SP SPECIFIC PLAN CR COMMERCIAL RESIDENTIAL RI SNGLE- FAMLYRESDENCE SECTIONAL DISTRICT MAP: IRS -9 e IS CITY OF SANTA ANA. CALIFORNIA Revised Date: January 6, 2017 75B -45 75B -46 LS 10.31.16 Is] V41121FAf007:411104 [OR 01 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPLACING THE CITY OF SANTA ANA ZONING SECTIONAL DISTRICT MAPS INTO A NEW GRAPHIC FORMAT THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. Amendment Application No. 2016 -04 has been filed with the City of Santa Ana to formally remove and replace the City of Santa Ana Zoning Sectional District Maps (SDM) into a new graphic format. B. Amendment Application No. 2016 -04 proposes to merely modify and reformat the map legend and page layout of the Sectional District Maps. The replacement Sectional District Maps do not include any changes to zoning boundaries or designations for individual properties; no changes in zoning are being made with this action. C. The new SDM page layout will facilitate the efficient production of zoning maps through the use of Geographic Information System (GIS) technology. Additionally, the SDM legend has been modified to more accurately reflect the zoning districts and related designations. D. The Planning Commission of the City of Santa Ana held a duly noticed public hearing on November 14, 2016, on Amendment Application No. 2016 -04 and recommended that the City Council adopt an ordinance approving Amendment Application No. 2016 -04. E. The City Council, prior to taking action on this ordinance, held a duly noticed public hearing on December 6, 2016. F. The City Council also adopts as findings all facts presented in the Request for Council Action dated December 6, 2016 accompanying this matter. G. For these reasons, and each of them, Amendment Application No. 2016 -04 is hereby found and determined to be justified by public necessity, convenience, and general welfare, Section 2. In accordance with the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, the proposed project is exempt from further review pursuant to Section 15061 (b)(3), as there is no potential for causing a significant impact on the environment due to the adoption of this ordinance. No Exhibit, Ordinance No. NS -xxx Page 1 of 3 75B -47 changes to zoning are being made by this project. Categorical Exemption Environmental Review No. 2016 -96 will be filed for this project. Section 3. This Zoning Sectional District Maps, from this time forward, may be revised administratively with the approval of the Planning Manager when modifications are limited solely to minor corrections and /or document reformatting. These administrative revisions or modifications to the SDMs and corresponding legend will not impact the zoning for properties and will not Include any changes to zoning boundaries or designations for individual properties Section 4. This ordinance shall not be effective unless and until Ordinance No. 2016 -_ (Amendment Application No. 2016 -04) is adopted and becomes effective. If said ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise does not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 5. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction; such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof Irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: �c ' - � Lisa Storck Assistant City Attorney 75B -48 2016. Miguel A. Pulido Mayor Ordinance No. NS -xxx Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY 1, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS- to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2016, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75B -49 Ordinance No. NS -xxx Page 3 of 3 75B -50