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FULL PACKET_2018-05-01
MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA APRIL 17, 2018 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:13 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor MICHELE MARTINEZ, Mayor Pro Tern P. DAVID BENAVIDES (5:22 p.m.) VICENTE SARMIENTO (5:19 p:m.) JOSE SOLORIO SAL TINAJERO (7:44 p.m.) JUAN VILLEGAS COUNCILMEMBERS Absent: NONE STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PUBLIC COMMENTS - • Phil Bacerra, opined effort to convene a meeting with 33 OC Cities to attempt a collaborate approach to homeless issue have not worked; urged City Council to move forward with litigation. • Vincent Pham, opined homeless issue is at arm's length for most people, issue is at his doorstop, discussion made by City Council will affect everyone, and importance to understand there are faces behind numbers. • Maria Acevedo, expressed concern as to personal encounters with homeless individuals at her home, need to demand other cities to address homeless problem, and encouraged City Council to step up. • Tim Johnson, addressed City Council and urged them to not extend this issue any further. Opined City of Santa Ana is bearing the burden to address homeless issue. • Irma Macias, opined need for change, responsibilities to ensure needs of speakers are met, and the need to push other cities to address homeless issue. CITY COUNCIL MINUTES 1 APRIL 17, 2018 10A-1 RECESSED AT 5:23 P.M. TO ROOM 147. FOR CLOSED SESSION. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Jessica Stephens v City of Santa Ana et al Orange County Superior Court, Case # 30-2017-00911339-CU-PO-CJC b. The Orange County Catholic Worker, et al. v City of Santa Ana United States District Court for the Central District of CA (S.D.), Case No.: 8:17- cv-01340 C. City of Santa Ana v. Miguel A. Pulido, Mayor of the City of Santa Ana, Orange County Superior Court Case No. 30-2018-00979430-CU-WM-CJC Brandon Sontag v. City of Santa Ana, et al., Orange County Superior Court, Case # 30-2017-00902039-CU-OE-CJC Nicole Quiias v. City of Santa Ana, Orange County Superior Court, Case # 30-2016-00850502-C U-O E-CJ C f. Santa Ana Police Officers' Association v. City of Santa Ana Orange County Superior Court, Case # 30-2015-00801604-CU-OE-CJC 2. CONFERENCE WITH LEGAL COUNSEL —INITIATION OF LITIGATION pursuant to paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: (Two Cases) CONFERENCE WITH LEGAL COUNSEL THREAT OR ANTICIPATED/POTENTIAL LITIGATION pursuant to Government Code Section 54956.9(d)(2): Rush et al, vs. City of Santa Ana 4. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: 2201 & 2205 S. Bristol Street, Santa Ana, CA (APN Nos. 015-194-23 and 015-194-24) Owner: Victoria Vargas Bastida Negotiators: City Manager Godinez Terms: Conditions of potential sale CITY COUNCIL MINUTES 10A-2 APRIL 17, 2018 a CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Steven Pham, Executive Director of Personnel Services and Peter Brown of Liebert Cassidy Employee Organizations: Santa Ana Police Officers Association (POA) Service Employees' International Union (SEIU) Part -Time Service Employees' International Union (PT SEIU) PUBLIC EMPLOYEE — PERFORMANCE EVALUATION pursuant to Section 54957(b)(1) of the Government Code: Title: City Manager CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. ADJOURNED CLOSED SESSION AND CONVENED TO THE REGULAR OPEN SESSION. AT 8:20 P.M. CITY COUNCIL MINUTES 3 APRIL 17, 2018 10A-3 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 8:21 P.M. ATTENDANCE COUNCILMEMBERS Present: MICHELE MARTINEZ, Mayor Pro Tern P. DAVID BENAVIDES VICENTE SARMIENTO JOSE SOLORIO SAL TINAJERO JUAN VILLEGAS COUNCILMEMBERS Absent: MIGUEL A. PULIDO, Mayor STAFF Present: RAUL GODINEZ, II, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PLEDGE OF ALLEGIANCE COUNCILMEMBER VILLEGAS INVOCATION ROGER ARAGON, POLICE CHAPLAIN CLOSED SESSION REPORT- See Agenda Item 19A for reportable action. PUBLIC COMMENTS (AGENDIZED ITEMS) • Ed Garza, expressed support for candidate running for District Attorney. o Assistant City Attorney John Funk, noted that matter needs to be within the jurisdiction of the City of Santa Ana. • Dale Helving, expressed opposition to 2525 Main Street development. Opined 96% of Park Santiago residents oppose project. • Billy Leigh, addressed City Council to express opposition to 2525 Main Street development. • Jeff Dresser, suggested developer's mail out misrepresents community involvement and support. Expressed opposition to 2525 Main Street development. • Brett R. Barbre, president of the Municipal Water District of Orange County, commended Mayor Pro Tem Martinez for her historic vote approving twin tunnel project and thanked her for her support and leadership. CITY COUNCIL MINUTES 4 APRIL 17, 2018 10A-4 o Councilmember Solorio, noted he has received numerous calls regarding 2525 Main Street project and ongoing environmental review and expected item to come before City Council in late summer or fall. • Ilya Tseglin, spoke on Agenda Items 11A and 119D; addressed the City Council to request assistance in removing his son from the Ward of the State. • Robert Tseglin, echoed comments made by his father, Ilia. CONSENT CALENDAR ITEMS MOTION. Approve staff recommendations on the following Consent Calendar items 10A through 29A, with the following modifications: o Mayor Pro Tern Martinez dissented on Agenda Item 25F; o Councilmember Sarmiento dissented on Agenda Item 19D; o Councilmember Solorio pulled Agenda Item 25G for separate discussion; and o Councilmember Benavides pulled Agenda Item 25H for separate discussion. MOTION: Solorio SECOND: Sarmiento VOTE: AYES: Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: Pulido (1) separate action or modified are ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE SPECIAL MEETING OF MARCH 30, 2018— Clerk of the Council Office MOTION: Approve Minutes. 10B. MINUTES FROM THE REGULAR MEETING OF APRIL 3, 2018— Clerk of the Council Office MOTION: Approve Minutes. CITY COUNCIL MINUTES 5 APRIL 17, 2018 10A-5 ORDINANCES/SECOND READING 11A. ADOPT AN ORDINANCE AMENDING SANTA ANA MUNICIPAL CODE SECTION 10-152 RELATED TO POLICE CANINES TO EXPAND THE DEFINITION TO "POLICE ANIMALS" {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the April 3, 2018 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on April 6, 2018. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS-2943 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 10-152 TO THE SANTA ANA MUNICIPAL CODE RELATED TO POLICE CANINES TO EXPAND THE DEFINITION OF THE CODE TO POLICE ANIMALS MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — City Attorney's Office MOTION. Approved the following items: 1. CONFERENCE WITH LEGAL COUNSEL --EXISTING LITIGATION pursuant to paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: a. Jessica Stephens v. City of Santa Ana, et al., Orange County Superior Court, Case # 30-2017-00911339-CU-PO-CJC; Settlement in the amount of $70,000 approved by 6-0 vote (Tinajero absent). b. The Orange County Catholic Worker, et al. v City of Santa Ana, United States District Court for the Central District of CA (S.D.), Case No.: 8:17- cv-01340; Council authorized the filing of a complaint against the County of Orange and the cities that opposed the siting of homeless resources in their cities after the County of Orange decided to place shelters in those cities and then rescinded that decision. Also, the Council directed Mayor to send a demand letter to all other cities. In dissenting, Mayor Pro Tern Martinez expressed that she preferred legal action against all cities in Orange County approved by 5-1 vote. (Tinajero absent and Martinez dissented) Settlement on the following three matters in the amount of $370,000 approved by 6-0 vote (Tinajero absent): CITY COUNCIL MINUTES 6 APRIL 17, 2018 10A-6 c. Brandon Sontag v. City of Santa Ana, et al., Orange County Superior Court, Case # 30-2017-00902039-CU-OE-CJC d. Nicole Quiias v. City of Santa Ana, Orange County Superior Court, Case # 30-2016-00850502-CU-OE-CJC e. Santa Ana Police Officers' Association v. City of Santa Ana, Orange County Superior Court, Case # 30-2015-00801604-CU-OE-CJC 2. CONFERENCE WITH LEGAL COUNSEL — INITIATION OF LITIGATION pursuant to paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: Council authorized legal action against Crown Castle to seek judicial review under California Government Code 65964.1 approved by 6-0 vote (Tinajero absent) 3. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: 2201 & 2205 S. Bristol Street, Santa Ana, CA (APN Nos. 015-194-23 and 015-194-24) Owner: Victoria Vargas Bastida Negotiators: City Manager Godinez Terms: Conditions of potential sale " Council authorized the acquisition of the subject properties by swapping other city -owned properties and paying $325,000 to make the property transaction an even exchange, approved by 6-0 vote (Tinajero absent). 19B. EXCUSED ABSENCES — None 19C. STRATEGIC PLAN MONTHLY REPORT FOR MARCH 2O18 {STRATEGIC PLAN NO. 5, 11 — City Manager's Office The Strategic Plan Monthly Reports are available on the City's website at: http://www.santa-ana.oLq/strate-gic-planning . MOTION. Receive and file. 19D. DESTRUCTION OF OBSOLETE CITY RECORDS {STRATEGIC PLAN NO. 5, 1) — Police Department MOTION: Approve the requests for the destruction of obsolete records from various City departments in accordance with the retention schedule outlined in City Council Resolution 2013-014. The Citywide Records Retention Schedule has specific retention periods for many City CITY COUNCIL MINUTES 7 APRIL 17, 2018 10A-7 documents. The Schedule is modeled after the California Secretary of State's sample for local government and incorporates other statutory periods applicable to Santa Ana. These are minimum retention periods. Each department makes discretionary decisions on whether to retain records past the minimum requirements. *Councilmember Sarmiento dissented on Agenda Item 19D. BUDGETARY MATTERS SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. SPEC. NO. 18-014 - AUTHORIZE TRANSACTION WITH CLYDE ARMORY, INC. FOR PATROL RIFLES & ACCESSORIES {STRATEGIC PLAN NO. 1, 51 - Finance and Management Services Agency and Police Department MOTION: Approve a one-time transaction with Clyde Armory, Inc. for the acquisition of 38 new Daniel Defense patrol rifles with accessories valued at $81,147 and for additional miscellaneous weapon accessories in the amount of $4,298 in exchange for 335 used firearms with a trade-in value of $85,445, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. SPEC. NO. 18-029 - AWARD A PURCHASE ORDER TO INNOVATIVE TACTICAL TRAINING SOLUTIONS FOR TACTICAL TRAINING MANIKINS (NON -GENERAL FUND) {STRATEGIC PLAN NO.1, 5} - Finance and Management Services Agency and Police Department MOTION. 1. Authorize a one-time purchase and payment of purchase order to Innovative Tactical Training Solutions for two TOMManikin Gen4 Tactical Training Manikins in the amount of $110,102, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Reject the bid from Gaumard Scientific Co., Inc. as nonresponsive. 22C. SPEC. NO. 18-013 - AWARD PURCHASE ORDER TO GREAT PACIFIC EQUIPMENT, INC., FOR A TRUCK -MOUNTED LOADER {STRATEGIC PLAN NO.6, 21 - Finance and Management Services Agency and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase order to Great Pacific Equipment, Inc., for the procurement of a truck -mounted loader in the amount of $101,675, subject to non -substantive changes approved by the City Manager and City Attorney CITY COUNCIL MINUTES 8 APRIL 17, 2018 10A-8 22D. SPEC. NO. 18-012 - AWARD PURCHASE ORDER TO GUARANTY CHEVROLET MOTORS INC. FOR THREE CHEVY BOLT ELECTRIC VEHICLES {STRATEGIC PLAN NO.6, 2} - Finance and Management Services Agency and Public Works Agency MOTION: Authorize a one-time purchase and payment of purchase order to Guaranty Chevrolet Motors Inc. for the procurement of three 2018 Chevy Bolt electric vehicles in the amount of $114,460, subject to non - substantive changes approved by the City Manager and City Attorney. PROJECT/CHANGE ORDER 23A. ACCEPT CONSTRUCTION COMPLETION FOR THE WARNER INDUSTRIAL COMMUNITY PAVEMENT IMPROVEMENTS PROJECT (PROJECT NO. 16- 6868) {STRATEGIC PLAN NO. 6, 1 B & 1 G} — Public Works Agency MOTION: Accept the work as completed for the construction of the Warner Industrial Community Pavement Improvements project. 25A. APPROVAL OF VARIOUS HISTORIC PROPERTY PRESERVATION AGREEMENTS {STRATEGIC PLAN NOS. 5, 2; 5, 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) HPPA Address/House AGMT. No. No. 1. Robert H. Fairchild & 2017-39 1718 North Flower St. 2018-097 Christine M. Lardas 2. Mark D. Pero & Mary 2017-40 2208 North Greenleaf 2018-098 E. Pero St. 3. Susan Sally Fisher 2017-41 919 North Lowell 2018-099 Street 4. George M. Will & Kelli 2017-42 2457 North Park Blvd. 2018-100 L. Will 5. Christine L. Switzer 2017-43 2462 North Riverside 2018-101 Dr. CITY COUNCIL MINUTES 9 APRIL 17, 2018 10A-9 25B. APPROVE AN AGREEMENT AMENDMENT WITH ORANGE COUNTY TRANSPORTATION AUTHORITY AND VIETMANESE COMMUNITY OF ORANGE COUNTY FOR THE SENIOR MOBILITY PROGRAM TO REMOVE THE CITY OF SANTA ANA AS A PARTY OF THE AGREEMENT {STRATEGIC PLAN NO. 5, 413) — Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an amendment to the agreement with Orange County Transportation Authority and Vietnamese Community of Orange County for the Senior Mobility Program to remove the City of Santa Ana as a party of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-102). 25C. AGREEMENT FOR ENVIRONMENTAL CONSULTING SERVICES WITH DKS ASSOCIATES TO COMPLETE A PARKING STUDY CURRENTLY UNDERWAY FOR THE METRO EAST MIXED USE OVERLAY DISTRICT EXPANSION PROJECT {STRATEGIC PLAN NO. 3, 2 B; 5, 3 A, B, C)- Planning and Building Agency MOTION: Authorize the City Manager and the Clerk of the Council to execute the attached agreement with DKS Associates ("DKS") for environmental consulting services to complete an innovative, phased, and transitional parking code requirements study currently underway with an aggregate amount not to exceed $37,744 for an eight -month term expiring on December 31, 2018, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-103). 25D. APPROVE AN AGREEMENT WITH CALIFORNIA MANUFACTURING TECHNOLOGY CONSULTING FOR RAPID RESPONSE SERVICES AT THE WORK CENTER {STRATEGIC PLAN NO. 2, 4) — Community Development Agency MOTION: Authorize the City Manager and Clerk of the Council to execute an agreement with California Manufacturing Technology Consulting for Rapid Response services for a one-year term beginning April 17, 2018 through June 30, 2019, in an amount not to exceed $100,000, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-104. 25E. APPROVE SETTLEMENT AGREEMENT WITH NANCY FAINBARG CHASE AND STEVEN FAINBARG AND EAST END REALTY PARNTERS, LP FOR PORTIONS OF REAL PROPERTY AT 201 E. FOURTH STREET, 219 E. FOURTH STREET, AND 300 E. FIFTH STREET (APNs 398-327-01, 06, 07, 08, 09) {STRATEGIC PLAN NO. 4, 1) — Community Development Agency CITY COUNCIL MINUTES 10 APRIL 17, 2018 illymi: MOTION: Authorize the City Manager and Clerk of the Council to execute a settlement agreement with Nancy Fainbarg Chase and Steven Fainbarg and East End Realty Partners, LP to modify real property boundaries at 201 E. Fourth Street, 219 E. Fourth Street, and 300 E. Fifth Street (APNs 398-327-01, 06, 07, 08, 09), subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-105). 25F. APPROVE PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION LOCATED AT 2246-2248 S. CYPRESS AVE. (APN 403-141-09) FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (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 for the real property commonly known as 2246- 2248 S. Cypress Ave. (APN 403-141-09), for a full acquisition and goodwill (if any) with Susan A. Hawken/Lee Hawken Partnership, in the amount of $1,650,000 subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-106). "Mayor Pro Tern Martinez dissented on Agenda Item 25F. N GOVERNMENT PLATFORM Councilmember Solorio, requested staff to explain how this agreement may help achieve a true open data platform on City website. Opined nearby cities like Anaheim have great open data platforms. Chief Technology Innovations Officer Ciulla, noted item will only provide open financial information, currently implemented new website that includes an open data portal similar to other cities in addition to the financial data, and expected updated website implemented by end of summer. MOTION. Authorize the City Manager and the Clerk of the Council to amend the agreement for a one-year period with OpenGov, Inc. for the period April 5, 2018 through April 4, 2019 in the amount of $12,500, with an option for two one-year extensions for a total not to exceed amount of $62,500, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-107). MOTION: Solorio VOTE: AYES: NOES: SECOND: Benavides Benavides, Martinez, Sarmiento, Solorio, Tinajero, Villegas (6) None (0) CITY COUNCIL MINUTES 11 APRIL 17, 2018 10A-11 ABSTAIN: ABSENT: None (0) Pulido (1) NATION STRATEGIES INC. FOR COMMUNITY BRANDING FTING SFRVIrFS fSTRATFr,lr PI AN NC) 'I 1F1 _ r.nm Councilmember Benavides, provided background history; opined branding study has been comprehensive and thorough, and item brings City closer to bring forth findings to City Council and community; expressed hope findings will strengthen the city's image internally and externally. MOTION. Authorize the City Manager and the Clerk of the Council to execute an amendment to the agreement with North Star Destination Strategies Inc. to extend the term of the original agreement through October 18, 2018, for a citywide community branding strategy, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-108). MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Tinajero Benavides, Martinez, Sarmiento, Solodo, Tinajero, Villegas (6) None (0) None (0) Pulido (1) 251. APPROVE A LICENSE AGREEMENT WITH SOUTHERN CALIFORNIA EDISON COMPANY FOR THE BRISTOL/ALTON BIKE TRAIL (APN 410-223- 07) {STRATEGIC PLAN NO. 5, 4131 — Parks, Recreation and Community Services Agency MOTION. Authorize the City Manager and Clerk of the Council to execute a license agreement with Southern California Edison Company to continue the use of Edison property (APN 410-223-07) for the Bristol/Alton Bike Trail for a term of May 1, 2018 to April 30, 2023 for a total compensation of $1,367.10, subject to non -substantive changes approved by the City Manager and City Attorney (AGMT. No. 2018-109). CITY COUNCIL MINUTES 12 APRIL 17, 2018 10A-12 MISCELLANEOUS - BUDGET 29A. DONATION AGREEMENTS WITH VARIOUS ORGANIZATIONS TO SUPPORT COMMUNITY EVENTS AND PROGRAMS {STRATEGIC PLAN NO. 5,4} — City Manager's Office MOTIONS: 1. Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to non -substantive changes approved by the City Manager and the City Attorney, as follows: a. UC Berkley Chicano Latino Alumni Association in support of on- going educational outreach for youth in Santa Ana, in a one-time donation amount of $500 (Councilmember Sarmiento); b. Charitable Ventures of Orange County in support of the Cesar Chavez Celebration & Resource Fair at Campesino Park in collaboration with the Santa Anita Neighborhood Association, in a one-time donation amount of $250 (Councilmember Solorio); c. Charitable Ventures of Orange County in support of the Bella Vista Neighborhood Association's Movie Night event, in a one-time donation amount of $330 (Councilmember Benavides); d. American Cancer Society in support of the Relay for Life event, in a one-time donation amount of $500 (Councilmember Tinajero); and 2. Approve a donation from the Santa Anita Neighborhood Association to support the Cesar Chavez Celebration and Resource Fair on March 31, 2018, in the amount of $276 in City services credit (Councilmember Solorio); **END OF CONSENT CALENDAR** REGULAR BUSINESS CALENDAR AGENDA ITEMS CONSIDERED OUT OF ORDER — PUBLIC HEARING "Councilmember Sarmiento abstained on Agenda Item 75C due to business interest. CITY COUNCIL MINUTES 13 APRIL 17, 2018 10A-13 75C. CONTINUED PUBLIC HEARING — ADOPT ORDINANCE AMENDMENT NO. 2018-02 TO AMEND CERTAIN SECTIONS OF CHAPTERS 8, 18, AND 40 OF THE SANTA ANA MUNICIPAL CODE (COMMERCIAL CANNABIS) TO ALLOW COMMERCIAL CANNABIS CULTIVATION, MANUFACTURING, AND DISTRIBUTION ACTIVITIES AND TO AMEND CERTAIN CODE ENFORCEMENT PROCEDURES RELATING TO UTILITY SHUTOFFS {STRATEGIC PLAN NOS. 3, 2; 3, 3; 3, 5; 4, 31 - Planning and Building Agency Legal Notice published in the Orange County Reporter on March 23, 2018. Continued from the April 3, 2018 by a vote of 7-0. Mayor Pro Tem Martinez opened the Hearing. The following spoke on the matter: • Jason Lilly, owner of Kannabis Works, expressed support to approve ordinance and opening of licenses. Opined fees should not only be equitable to bring in revenue, but also serve the community at a reasonable rate, and need to find way to address black market. • Melahaf Rafiei, opined City Council's leadership and vision allowed City of Santa Ana to move forward in commercializing cannabis cultivation, manufacturing, and distribution; and will only make the industry stronger and help the city generate revenue. • Claudio Gallegos, representative for Congressman Lou Correa, expressed support for approval of Cannabis cultivation ordinance, commended City Council dedication to making Santa Ana a leader in the cannabis industry and bringing good businesses to the City. The Hearing closed. Council discussion ensued. Councilmember Benavides, expressed concern that fees may be excessive compared to other cities and asked staff to clarify operational fees and how they make the City of Santa Ana competitive. Councilmember Solorio, expressed support of fees for enforcement, administrative, and youth programs. Opined need for stronger language regarding the type of labor agreements, local hire and sourcing programs, and need to give priority to existing dispensaries. Request staff perform a one-year review to see current number of licenses and revenue generated. Expressed concern possibility of triple taxing businesses. Mayor Pro Tem Martinez noted code enforcement are the ones that shut down illegal operations, need to dedicate three code enforcement staff to this effort, and current state tax on industry at 21 %. CITY COUNCIL MINUTES 14 APRIL 17, 2018 1 OA-14 MOTION: Place ordinance on first reading and authorize publication of title. ORDINANCE NO. NS-2944 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS CULTIVATION, MANUFACTURING, AND DISTRIBUTION ACTIVITIES FOR MEDICINAL AND ADULT -USE PURPOSES, AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE, AND AMENDING CERTAIN SECTIONS OF CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO CODE ENFORCEMENT MOTION: Tinajero SECOND: Solorio VOTE: AYES: Benavides, Martinez, Solorio, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: Sarmiento (1) ABSENT: Pulido (1) 75A. CONTINUED PUBLIC HEARING — APPEAL NO. 2017-05 SITE PLAN REVIEW NO. 2016-03 AND VARIANCE NOS. 2017-05 AND 2017-06 TO ALLOW THE CONSTRUCTION OF A SEVEN -STORY 260-UNIT MIXED -USE BUILDING "THE MADISON" AT 200 NORTH CABRILLO PARK DRIVE — CABRILLO COMMUNITY PARTNERS, LLC, APPLICANT {STRATEGIC PLAN NO. 3, 2} - Planning and Building Agency Planning Commission denied the project on December 11, 2017 by a vote of 5-2 (Mendoza and Nguyen dissented). Legal Notice published in the Orange County Reporter on March 23, 2018. Continued from the April 3, 2018 by a vote of 7-0. Mayor Pro Tern Martinez opened the Hearing. The following spoke on the matter: • David Waite, land use attorney for Xerox office building, expressed concerns as to traffic and circulation; noted that circulation plan currently being reviewed by legal counsel, and requested City Council authorize additional time to circulation element for the benefit of all parties. CITY COUNCIL MINUTES 15 APRIL 17, 2018 10A-15 • Donson Liu, transportation engineer with LSA for the property owner of Xerox center, opined access analysis was lacking and inaccurate compared to what can be seen out in the field and report results do not match up. • Robert (Bob) Bisno, noted he does not own the property the opposing office building wants him to use, was informed counsel was retained two months ago, peer review failed to evaluate concessions already made, and requested City Council to approve development. The Hearing closed. Council discussion ensued. Councilmember Benavides, opined egress to the north part of the building would benefit the project and community, all options should be exhausted, and expressed support for continuing matter to allow discussion. Asked staff if egress and ingress issue was discussed, history of attempts to incorporate into project, and any incentive applicant will have to address issue once approved. Councilmember Sarmiento, noted matter has been before City Council several times, sufficient time has been given to address traffic impact and queuing, Xerox traffic study did not include mitigating measures by applicant, and further continuances would not be fair to applicant. Councilmember Solorio, opined there will be plenty of time before construction to find optimal solution, application is ready, and expressed support for item. MOTION: Adopt resolutions. RESOLUTION NO. 2018-023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING APPEAL NO. 2017-05 AS CONDITIONED AND REVERSING THE PLANNING COMMISSION'S DENIAL OF SITE PLAN REVIEW NO. 2016-03 AND VARIANCE NO. 2017-06 FOR THE INCREASED SIDE YARD SETBACK FOR THE DEVELOPMENT OF THE PROPERTY LOCATED AT 200 NORTH CABRILLO PARK DRIVE RESOLUTION NO. 2018-024 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DENYING APPEAL NO. 2017-05 AND APPROVING THE PLANNING COMMISSION'S DENIAL OF VARIANCE NO. 2017-05 FOR A REDUCTION IN PARKING FOR THE DEVELOPMENT OF THE PROPERTY LOCATED AT 200 NORTH CABRILLO PARK DRIVE MOTION: Sarmiento VOTE: AYES NOES: ABSTAIN: SECOND: Tinajero Martinez, Sarmiento, Solorio, Tinajero, Villegas (5) Benavides (1) None (0) CITY COUNCIL MINUTES 16 APRIL 17. 2018 10A-16 ABSENT: Pulido (1) 85A. DISCUSS AND PROVIDE STAFF DIRECTION ON THE FOLLOWING ITEMS: 1. Implications and options to address the Mayor's refusal to sign resolutions to place by -district elections on the June 5, 2018 voter ballot; 2. Prepare new resolutions calling for a ballot measure for the November 2018 General Election to amend the City Charter to a) provide for by -district elections and b) authorize any member of the council who votes to approve a contract, resolution or ordinance to execute such approvals if the Mayor is unavailable or refuses to sign them; and 3. Proceed with Ward Re -boundary process to be prepared for adoption before the start of the 2018 Candidate Nomination Period. (Councilmembers Benavides and Sarmiento) The following spoke on the matter: • Debbie McEwen, opined item is convoluted and ridiculous, planning for Ward specific elections should be done in time and plans set forward by the California Voters Right act and the Sunshine ordinance adopted by the City, and need to allow 2020 Census data to be performed first in order to obtain real numbers. • Miguel Hernandez, opined democracy and district elections in Santa Ana are under attack by Trumpism, issue on table has gone beyond the question of district elections, and Mayor's refusal to sign the resolution is a threat to democracy. • Dale Helvig, addressed City Council to express concern boundaries can be potentially drawn such that it can divide neighborhoods communities; supports redraw lines after 2020 census and not divide communities. • Timothy Rush, stated opposition to district voting because he does not want. Santa Ana to turn into Chicago; Councilmembers should continue to represent the entire city, redrawing of boundaries should be done after next official census data received, and boundaries should be created in a manner that brings all stakeholders to the table. • Joese Hernandez, on behalf of OCCORD, opined City of Santa Ana is violating California Voter Rights act, need to create a better representation, fear mongering and misrepresentation should stop; expressed support for the rights of the Vietnamese community. • Peter A. Katz, thanked Mayor for savings the city $202,000 by not holding a Special Election; opined City is $17 million dollar deficit; study to determine hybrid system in place complies or does not comply with the California State Rights act should be released, and redrawing lines after the census makes more sense. • Thomas Gordon, opined Council lines were redrawn in 2012, 27% of the Asian community were excluded from voting from ward six, and neighborhoods are already divided. CITY COUNCIL MINUTES 17 APRIL 17, 2018 10A-17 • Irma Macias, opined issues is not going anywhere, community is looking for change, and resources are needed in other areas of the community. Council discussion ensued. Mayor Pro Tern Martinez motion to elect Councilmember Benavides as Chair, Seconded by Councilmember Sarmiento approved by 6-0 vote. Acting Chair Benavides presided over the meeting. Councilmember Sarmiento, noted item originally started as a discussion on a possible transition from at large or by district election process, and putting it before the voters to decide. Opined Mayor thwarted the will of the council; council represents the voters and the residents, and not the first time the Mayor refused to perform his ministerial duties. Asked staff to provide recommendation on how to prevent this from happening again, such as sanctions that may be imposed or referral to FPPC. Councilmember Villegas, opined that Mayor may have believed vote was illegal and did not sign resolution; also question of Brown Act violations. Councilmember Tinajero, noted City Council took a vote that was approved by a majority of the City Council; opined although Mayor did not agree with it he had responsibility to sign and take appropriate legal action after; democracy blocked. Councilmember Solorio, echoed statements made by colleagues; noted traditionally not supportive of going down this route but believes in California Voting Rights Act, and importance of law; noted that communities that are implementing this have been doing it in a way that has enfranchised and involved more communities in the voting process, need to research when demographer report can be released, City of Santa Ana was acting responsibly, and need to not divide neighborhoods. Expressed support for item. Mayor Pro Tern Martinez, noted at first was not supportive because it was very rushed, Mayor Pulido has a responsibility to sign documents, Mayor violated the charter and duties, and implored Mayor to fulfill his duties in the future. Noted will only support district election unless all 19 different methods are researched, need to amend Charter to address residency requirements, hiring of a company like ESRI who will be open and transparent, and need to implement policy that funds cannot be used at their beckon call. Asked City Attorney is it typical] to perform boundary changes before census. Mayor Pro Tern Martinez left the meeting at 10:08 p.m. and did not return. City Attorney Carvalho, noted charter requires review boundaries after a census occurs, is not aware of historical actions, and review has been performed every ten years. CITY COUNCIL MINUTES 18 APRIL 17, 2018 10A-18 Councilmember Benavides, thanked everyone for their comments. Noted similar discussion on district elections occurred, Council voted to place district election on ballot in June, and certain members of the community are being disenfranchised. Opined judge gave an order to the Mayor, clearly communicated to Mayor he violated ministerial duties, abandoned his responsibilities, and turned his back on the community. Asked staff to clarify process in considering ward boundaries, implications and options to address the Mayor's refusal to sign resolutions, and if moving to district elections would reset term limits. Clerk of the Council Huizar, noted election code requires five public hearings, four are required under the election code and one under the charter, pre drawing of maps to obtain the elements of what the community wants, demographer would need to consider community interests before drafting maps. City Attorney Carvalho, provided City Council with summary of ethics committee addressing of ethics code, possible enforcement provisions of the value based ethics code, City Council discretion to adopt resolution of censure. Noted ballot analysis, prepared stated unequivocally consideration of by district elections would in no way impact term limits of existing councilmembers and measure was not intended to do so. FRIENDLY MOTION: Direct staff to provide options for City Council consideration on how to address the Mayor's refusal to sign resolutions to place by -district elections on the June 5, 2018 voter ballot; prepare new resolutions calling for a ballot measure for the November 2018 General Election to amend the City Charter to a) provide for by -district elections and b) authorize any member of the council who votes to approve a contract, resolution or ordinance to execute such approvals if the Mayor is unavailable or refuses to sign them; and Proceed with Ward Re -boundary process to be prepared for adoption before the start of the 2018 Candidate Nomination Period. MOTION: Benavides VOTE: AYES: NOES: ABSTAIN: ABSENT: RESOLUTIONS SECOND: Sarmiento Benavides, Sarmiento, Solorio, Tinajero (4) Villegas (1) None (0) Martinez, Pulido (2) 55A. ADOPT A RESOLUTION ADOPTING A LIST OF PROJECTS TO BE FUNDED BY SENATE BILL 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT IN CITY COUNCIL MINUTES 19 APRIL 17, 2018 10A-19 FISCAL YEAR 2018-19 CAPITAL IMPROVEMENT PROGRAM {STRATEGIC PLAN NO. 6, 1 G} — Public Works Agency MOTION. Adopt a resolution. RESOLUTION NO 2018-025 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING A LIST OF PROJECTS TO BE FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT MOTION: Sarmiento SECOND: Tinajero VOTE: AYES: Benavides, Sarmiento, Solorio, Tinajero, Villegas (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Pulido (2) 55B. ADOPT A RESOLUTION RESCINDING PREVIOUSLY ADOPTED ELECTION RESOLUTIONS RELATED TO BALLOT MEASURE CONCERNING BY - DISTRICT ELECTIONS ON THE JUNE 5, 2018 STATEWIDE PRIMARY ELECTION BALLOT {STRATEGIC PLAN NO. 5, 1} — Clerk of the Council and City Attorney's Office The following spoke on the matter: • Arnulfo Montero, expressed support for district election. Opined residents of Santa Ana have lost the right to vote for or against district elections and Mayor has abused his powers. • Theresa Le, (translator) noted election reform was rejected with Mayors refusal to sign appropriate documents and court system ruled his actions are outside the limits of his authority; urged City Council to place issue of election reform onto the ballot as soon as possible. • Jorge Rodriguez, expressed support for district elections; opined when Mayor does not fulfill his responsibility it should be given to another Councilmember and no Councilmember has the right to obstruct what the public wants. MOTION: Adopt a resolution. RESOLUTION NO. 2018-026 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RESCINDING RESOLUTION NOS. 2018-015, 2018-016 AND 2018-017 MOTION: Solorio VOTE: AYES: SECOND: Sarmiento Benavides, Sarmiento, Solorio, Tinajero, Villegas (5) CITY COUNCIL MINUTES 20 APRIL 17, 2018 1 OA-20 NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Pulido (2) *Councilmember Sarmiento left the meeting at 10:32 p.m. and did not return. REPORTS 65A. DISCUSSION AND CONSIDERATION OF LEGISLATIVE POSITION ON SENATE BILL 895 (VIETNAMESE REFUGEE MODEL CURRICULUM) {STRATEGIC PLAN NO. 2} — City Manager's Office Councilmember Villegas, noted there were many brave Vietnamese men and women who fought alongside American service members during the Vietnam war, and need to have their story told. Requested colleagues for a support letter on SB895 to be sent to Sacramento. MOT/ON., Support position on Senate Bill 895 (Nguyen), Vietnamese Refugee Model Curriculum. MOTION: Villegas VOTE: AYES: NOES: ABSTAIN ABSENT: PUBLIC HEARINGS SECOND: Tinajero Benavides, Solorio, Tinajero, Villegas (4) None (0) None (0) Martinez, Pulido, Sarmiento (3) 75A. AGENDA ITEM CONSIDERED OUT OF ORDER 75B. CONTINUED PUBLIC HEARING - RESOLUTION APPROVING A RELOCATION PLAN FOR WARNER AVENUE PHASE 1 IMPROVEMENTS BETWEEN MAIN STREET AND OAK STREET (PROJECT NO. 14-6802) (NON -GENERAL FUND) {STRATEGIC PLAN NO. 6, 1 G & 3, 2C} — Public Works Agency Legal Notice published in the Orange County Reporter on March 23, 2018 and notices mailed to affected properties on March 27, 2018. CITY COUNCIL MINUTES 21 APRIL 17, 2018 1 OA-21 Continued from the April 3, 2018 by a vote of 6-1 (Martinez dissented). Councilmember Benavides opened the Hearing. There were no speakers and the Hearing closed. Council discussion ensued. Councilmember Benavides, asked staff to clarify if number of tenants addresses relocation award, to confirm there is no under count, implication to relocation award that housing unit receives, and staff to translate letter. MOTION. Adopt a resolution. RESOLUTION NO. 2018-027 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE RELOCATION PLAN FOR PHASE 1 IMPROVEMENTS OF THE WARNER AVENUE IMPROVEMENTS PROJECT BETWEEN MAIN STREET AND OAK STREET MOTION: Tinajero SECOND: Solorio VOTE: AYES: Benavides, Solorio, Tinajero, Villegas (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Martinez, Pulido, Sarmiento (3) 75C. AGENDA ITEM CONSIDERED OUT OF ORDER COUNCIL AGENDA ITEMS Pursuant to Santa Ana Charter Section 411, any member of the City Council may place items on the City Council Agenda to be considered by the City Council. 85A. AGENDA ITEM CONSIDERED OUT OF ORDER 85B. DISCUSS AND ADDRESS ALLEGATIONS OF BROWN ACT VIOLATIONS BY MULTIPLE MEMBERS OF THE CITY COUNCIL REGARDING SERIAL MEETING (Councilmember Villegas) The following spoke on the matter: • Debbie McEwen, opined City Council violated Brown act and code of ethics by talking bad about Mayor Pulido, need to focus on city business would serve the community better, and need to stop serial meetings. CITY COUNCIL MINUTES 22 APRIL 17, 2018 1 OA-22 Councilmember Villegas, expressed concern over alleged Brown act violations; Clerk should not be blamed for violations, text thread gave direction to staff and items for discussion; need for everyone to be responsible, and his desire as a private individual to send notice to Orange County District Attorney Special Prosecution Unit of possible violations opined that intent is not an element of the violation of the section. Councilmember Tinajero, stated that Councilmember can proceed and asked that is also include a report on Mayor's Brown Act violated as reported by Voice of OC; staff should have handled it differently; noted text message to Councilmembers was to inform them Mayor abdicated his role; commented that Mayor has more FPPC violations than the past three councils combined; directed Clerk to change text message policy and practice; asked City Attorney to clarify Agenda Item 55B. City Attorney Carvalho, indicated that Agenda Item 55B is a complete rescission of resolutions, text messages subject had to do with scheduling of meeting and what might be discussed; opined that ultimately the City Council did not hold that meeting and discussion that occurred was not consummated, also details of message did not include four Councilmembers and there was no concurrence on a single topic of discussion. Noted intent is an element to bring criminal cause of action under the Brown Act; Brown Act violations that occur or those noted in reported cases are when four members of a seven -member council get together and make a decision and hold a council meeting and deprive the public of what their discussion was about. Councilmember Benavides, opined discussion by speakers on alleged violations is being made to seem like some type of major collusion or illegality. Suggested Mayor's main concern is a specific interest to have the support he needs politically to run a campaign to be reelected this November, and Mayor took this up in order to garner that level of support. Thanked City Attorney for her clarification. WORK STUDY SESSION WS-1. UPDATE ON MOBILE VENDING — Continued to the following council meeting. COMMENTS 90A. CITY MANAGER'S COMMENTS City Manager Godinez, invited all to upcoming Dia de los Ninos event on April 21, 2018 which celebrates the importance of children, families, literacy and cultures; provided report on household hazard waste event that was attended by over 1,097 residents and new water and sewer website that will provide CITY COUNCIL MINUTES 23 APRIL 17, 2018 1 OA-23 customers with information on water and sewer services as well as water conservation information. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Solorio: • Community Development Block Grant applications under way; suggest that summer nights be considered; staff to work on fast tracking and reserving facilities; • Noted that violent crime rates have decreased; requested presentation to document past two years in addition to current vacancies in the police department, and need to work together with police department and community leaders to hire new police officers. Councilmember Villegas: • Congratulated new Orange County Fire Authority Chief Hennessey; • Attended Employee Awards on April 11; congratulated all awardees. Councilmember Benavides: • Connect to Council will be having South Coast neighborhood meetings on April 25th to present on several topics; • Saturday held Art Walk; and • Encouraged all to attend events and activities throughout the community and to shop Santa Ana! ADJOURNED 11:05 P.M. - The next meeting of the City Council is scheduled for Tuesday, May 1, 2018 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Maria D. Huizar, Clerk of the Council FUTURE AGENDA ITEMS • Fiscal Year 2018-19 Budget • Bristol Street Corridor Plan Update • Policy on Use of General Reserve and Enterprise Funds • Amendment to Metro East Mixed -Use Overlay District • Jail Reuse Study • Work Study Sessions: o Work Cooperative CITY COUNCIL MINUTES 24 APRIL 17, 2018 1 OA-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: ORDINANCE SECOND READING: ADOPT ORDINANCE AMENDMENT NO. 2018-02 TO AMEND CERTAIN SECTIONS OF CHAPTERS 8, 18, AND 40 OF THE SANTA ANA MUNICIPAL CODE (COMMERCIAL CANNABIS) TO ALLOW COMMERCIAL CANNABIS CULTIVATION, MANUFACTURING, AND DISTRIBUTION ACTIVITIES AND TO AMEND CERTAIN CODE ENFORCEMENT PROCEDURES RELATING TO UTILITY SHUTOFFS (STRATEGIC PLAN NO. 5,1) - ="awaz wail, MANAGER RECOMMENDED ACTION Place ordinance on second reading and adopt. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER On April 3, 2018, the following ordinance was introduced for first reading and City Council authorized publication of title by a vote of 5-0 (Sarmiento abstained and Pulido absent): ORDINANCE NO. NS-2944 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS CULTIVATION, MANUFACTURING, AND DISTRIBUTION ACTIVITIES FOR MEDICINAL AND ADULT -USE PURPOSES, AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE, AND AMENDING CERTAIN SECTIONS OF CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO CODE ENFORCEMENT In summary, the ordinance would permit and regulate Commercial Cannabis Cultivation, Manufacturing, and Distribution activities in the Light and Heavy (M-1 and M-2) Industrial zoning districts and would amend certain code enforcement procedures relating to utility shutoffs. The ordinance would also streamline the application process for commercial cannabis co -location. Under the proposed ordinance, existing commercial cannabis operators with an approved regulatory safety permit (RSP) for retail that are in good standing may apply for a single new RSP for cultivation, manufacturing, or distribution. In addition, existing cultivators, manufacturers, 11 A-1 Second Reading Ordinance: Amend Certain Sections of Chapters 8, 18, And 40 (Commercial Cannabis) May 1, 2018 Page 2 and/or distributors with an existing approved RSP that are in good standing could add any combination of cultivation, manufacturing, and/or distribution to their operations by only applying for a single RSP. In any scenario when a new RSP is required to co -locate new uses at an existing facility, the background checks would only be required for new staff, which will reduce processing times. For all co -located facilities, a single RSP would be required. annually for renewals. Finally, a minor, non -substantive change has been added to the ordinance to clarify application and RSP requirements for commercial cannabis businesses proposing co -location. 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. �M&L i Maria D. Huizar, Clerk of the Council EXHIBIT: Ordinance No. NS-2944 11 A-2 LS 5.1.18 ORDINANCE NO. NS-2944 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING CERTAIN SECTIONS OF CHAPTER 40 TO ALLOW COMMERCIAL CANNABIS CULTIVATION, MANUFACTURING, AND DISTRIBUTION ACTIVITIES FOR MEDICINAL AND ADULT -USE PURPOSES, AMENDING CERTAIN SECTIONS OF ARTICLE XIII OF CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO MEDICINAL MARIJUANA TO ENSURE CONSISTENCY WITH CHAPTER 40 OF THE MUNICIPAL CODE, AND AMENDING CERTAIN SECTIONS OF CHAPTER 8 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO CODE ENFORCEMENT THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In 1996, the California electorate approved Proposition 215, the Compassionate Use Act which allows a patient, with a doctors recommendation, to use cannabis for medical purposes without the fear of prosecution or arrest. B. In 2003, the California legislature passed Senate Bill 420 (Medical Marijuana Program Act) which amended the Health and Safety Code to permit the establishment of medical cannabis dispensaries for the distribution of cannabis for medical purposes. C. In 2005, the California Board of Equalization began issuing seller's permits for sales consisting of medical cannabis. D. In 2008, the California Attorney General issued guidelines for the security and non -diversion of cannabis grown for medical use. E. On November 4, 2014, Santa Ana voters approved Santa Ana's Medical Marijuana Regulatory Program ordinance ("Measure BB") which was codified in Chapters 18 and 21 of the Santa Ana Municipal Code. Such regulations govern medicinal marijuana and the retail sale thereof. Ordinance No. NS-2944 Page 1 of 35 11 A-3 F. In 2015, the Governor signed into law Senate Bill 643, Assembly Bill 266, and Assembly Bill 243, collectively referred to as the Medical Marijuana Regulation and Safety Act ("MMRSA") further amended in 2016 as the Medical Cannabis Regulation and Safety Act ("MCRSA"), which established regulations and a state licensing system for medical cannabis cultivation, manufacturing, delivery, and dispensing. G. The California Marijuana Legalization Initiative, also known as the Adult Use of Marijuana Act (AUMA or Proposition 64) which the voters of the State of California approved and passed in 2016, requires that all cannabis processed and sold in the state of California be subject to professional laboratory testing for cannabinoid content, toxins, adulterants, pesticides, potency, and other important elements that affect product safety. Testing must be done at laboratories licensed by the Bureau of Cannabis Control (BCC) and testing laboratories cannot co -locate with any other commercial cannabis business. Pursuant to various State laws, a cannabis testing laboratory may not hold any other license type, which is intended to ensure neutrality and product safety. Proposition 64 requires testing for some cannabis products by July 1, 2018 and for all products by January 1, 2019. H. In 2017, the Governor signed into law Senate Bill 94 also known as Medicinal and Adult -Use Cannabis Regulation and Safety Act (MAUCRSA). I. On November 9, 2017, the City Council created Chapter 40 of the Santa Ana Municipal Code, allowing adult -use commercial cannabis retail businesses in the city, and amended certain sections of Chapters 18 and 21 of the Santa Ana Municipal Code to ensure consistency with State law and Chapter 40. J. Chapter 40 of the Santa Ana Municipal Code is intended to contain standards and regulations to address all commercial cannabis business activities in Santa Ana, except that medicinal cannabis retail businesses are subject to the standards and regulations in Article XIII of Chapter 18. K. Since November 2014, the City of Santa Ana has permitted the retail sale of cannabis for medicinal purposes and since January 2018 for adult -use purposes. On March 20, 2018, the City Council adopted Ordinance NS-2941 and NS-2942, allowing and regulating commercial cannabis testing laboratories. L. The City Council of the City of Santa Ana intends that nothing in this article shall be deemed to conflict with federal law as contained in the Controlled Substances Act, nor to otherwise permit any activity that is prohibited under that Act or other applicable law. M. The City of Santa Ana has a compelling interest in ensuring that cannabis is not cultivated, manufactured or distributed in an illicit manner, in protecting the public health, safety and welfare of its residents and businesses, in preserving the Ordinance No. NS-2944 Page 2 of 35 11 A-4 peace and quiet of the neighborhoods in which these uses may operate, and in providing access of cannabis to residents. N. The city council has held a duly noticed public hearing in connection with consideration. and adoption of this ordinance. Section 2. This Ordinance is adopted pursuant to the authority granted by the California Constitution and State law, including but not limited to: Article IX, Section 7 of the California Constitution, the Compassionate Use Act of 1996 (California Health and Safety Code Section 11362.5), the Medical Marijuana Program (California Health and Safety Code Section 11362.7 et seq.), the Medical Marijuana Regulation and Safety Act (AB 266, AB 243, and SB 643; hereafter "MMRSA"), the Adult Use of Marijuana Act (Proposition 64), and the Medical and Adult Use Cannabis Regulation and Safety Act (SB 94; hereafter "MAUCRSA"). Section 3. Pursuant'to the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines, the adoption of this ordinance is exempt from CEQA review pursuant to California Code of Regulations section 15061(b)(3), which is applicable if it can be seen with certainty that there is no possibility that the project may have a significant effect on the environment. As a result, a Notice of Exemption will be filed upon the adoption of this ordinance. Section 4. All provisions of the Santa Ana Municipal Code which are repeated herein are repeated solely in order to comply with the provisions of Section 418 of the City Charter. Any such restatement of existing provisions of the Code is not intended, nor shall it be interpreted, as constituting a new action or decision of the City Council, but rather such provisions are repeated for tracking purposes only in conformance with the Charter. Section 5: Article I of Chapter 40 of the Santa Ana Municipal Code is hereby amended to read in full as follows: Chapter 40 ARTICLE 1. REGULATION OF COMMERCIAL CANNABIS ACTIVITIES OTHER THAN MEDICINAL CANNABIS RETAIL ACTIVITIES Section 40-1. Purpose and Intent. A. The purpose and intent of this article is to regulate commercial cannabis business activities, as defined in this article, in order to ensure the health, safety and welfare of the residents of the City of Santa Ana by establishing regulations necessary for commercial cannabis business operating in the City of Santa Ana to obtain and maintain a Regulatory Safety Permit ("RSP"). Any commercial cannabis businesses operating in the City of Santa Ana shall at all times be in compliance with current State Law and this article. All commercial cannabis facilities shall operate in accordance with the regulations in this article and with the conditions of approval associated with the Ordinance No. NS-2944 Page 3 of 35 11 A-5 applicable zone for the parcel of real property upon which the commercial cannabis activities are conducted. Any commercial cannabis business shall qualify for and receive a Regulatory Safety Permit from the City of Santa Ana as provided by this article and operate only in a zone in compliance with Santa Ana Municipal Code before commencing with any commercial cannabis business activity. Any commercial cannabis business without a Regulatory Safety Permit is in violation of this article. The regulations in this article, in compliance with the Compassionate Use Act, the Medicinal Marijuana Program Act, SB 94, AB 133, Proposition 64, and the California Health and Safety Code (collectively referred to as "State Law") do not interfere with the right to use adult -use cannabis or medicinal cannabis as authorized under State Law, nor do they criminalize the possession of cannabis as authorized under State Law. B. Any person operating a medicinal marijuana collective/cooperative (as defined in Chapter 18 of this Code) as of December 14, 2017, or who has a RSP application pending to operate a medicinal collective/cooperative, and has met all of the requirements of Chapter 18, shall be allowed to apply for a Regulatory Safety Permit for the sale of Adult -Use cannabis provided that they enter into the Adult -Use Cannabis Retailer Operating Agreement with the City. C. The Commercial Cannabis Operating Agreement shall be a legally binding written agreement between each commercial cannabis business operator and the City, executed by the City Manager, or his or her designee, and in a form and substance satisfactory to the Executive Director of Planning and Building and the City Attorney, and containing those provisions necessary to ensure that the requirements of this article are satisfied. A distinct Commercial Cannabis Operating Agreement shall be required for each location and type of commercial cannabis business activity taking place at an approved Commercial Cannabis Business. Section 40-2. Definitions. The definitions are incorporated herein as fully set forth and are applicable to this article. All definitions are intended to comply with those set forth by the State of California for all commercial cannabis business activities. 1. "Applicant" means a person who is required to file an application for a permit under this article, including an individual owner, managing partner, officer of a corporation, or any other operator, manager, employee, or agent of a commercial cannabis business. 2. "Adult -Use" means cannabis or cannabis products that are intended to be used for non -medicinal purposes by a person 21 years of; age or older. 3. "Adult -Use Cannabis Retailer. Operating Agreement" or "Operating Agreement" means the agreement entered into by and between the City and the Ordinance No. NS-2944 Page 4 of 35 11 A-6 commercial cannabis business operator which will specify terms for local hiring and sourcing, community benefit plans, and fees to compensate for authorized impacts on City services. 4. "Adult -Use cannabis retail business" means an Adult -Use retail business that obtains a Regulatory Safety Permit and engages in the delivery or sale of Adult -Use cannabis, or an Adult -Use cannabis product, except as related Business and Professions Code Section 19319, or Health and Safety Code Sections 11362.1 through 11362.45, as amended from time to time, excepting medicinal cannabis retail. 5. "Authorized City of Santa Ana representative' any police officer, city employee, contractor or agent of the city designated by the director of any city department which has the authority and responsibility to enforce provisions as set forth in this article. "Business owner" means any of the following: a. A person with an aggregate ownership interest of 20 percent or more in the person applying for a license or a licensee, unless the interest is solely a security, lien, or encumbrance. b. The chief executive officer of a nonprofit or other entity. C. A member of the board of directors of a nonprofit. d. An individual who will be participating in the direction, control, or management of the person applying for a license. 7. "Cannabis' or "cannabis product' means all parts of the Cannabis sativa Linnaeus, Cannabis Indica, or Cannabis Ruderalis, whether growing or not; the seeds thereof; the resin, whether crude or purified, extracted from any part of the plant; and every compound, manufacture, salt, derivative, mixture, or preparation of the plant, its seeds, or resin. "Cannabis' also means the separated resin, whether crude or purified, obtained from marijuana. "Cannabisalso means marijuana as defined by Section 11018 of the California Health and Safety Code as enacted by Chapter 14017 of the Statutes of 1972. "Cannabis' does not include the mature stalks of the plant, fiber produced from the stalks, oil or cake made from the seeds of the plant, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks (except the resin extracted therefrom), fiber, oil, or cake, or the sterilized seed of the plant which is incapable of germination. For the purpose of this chapter, 'cannabis' does not mean industrial hemp as that term is defined by Section 81000 of the California Food and Agricultural Code or Section 11018.5 of the California Health and Safety Code. 8. "City' means the City of Santa Ana, a charter city and municipal corporation. Ordinance No. NS-2944 Page 5 or 35 11 A-7 9. "Commercial cannabis activity' means the cultivation, possession, manufacture, distribution, processing, storing, laboratory testing, packaging, labeling, transportation, delivery or sale of cannabis and cannabis products as provided for this Chapter. Permitted commercial cannabis activities are listed in Land Use Table 40-5 of this Chapter. 10. "Commercial cannabis business" means a business that obtains a Regulatory Safety Permit and engages in the cultivation, possession, manufacture, processing, storing, laboratory testing, labeling, distribution, delivery, or sale of adult -use cannabis, medicinal cannabis or an adult -use cannabis or medicinal cannabis product, except as related Business and Professions Code Section 19319, or Health and Safety Code Sections 11362.1 through 11362.45, as amended from time to time. 11. "Cultivation' means to plant, grow, harvest, dry, cure, grade or trim cannabis, as defined by California.Business and Professional Code Section 26001, as amended from time to time. 12. "Customer' means a natural person 21 years of age or over. 13. "Delivery" means the commercial transfer of cannabis or cannabis products from a retail cannabis business to a customer up to an amount determined to be authorized by the State of California, or any of its departments or divisions. "Delivery" also includes the use by a retail cannabis business of any technology platform owned, controlled, and/ or licensed by the retail cannabis business, or independently licensed by the State of California under the State law (as amended from time to time), that enables anyone to arrange for or facilitate the commercial transfer by a licensed retail cannabis business of cannabis or cannabis products. For the purposes of this article, "delivery" does not include distribution or purchase of cannabis from a licensed cultivator, and cannabis products from a licensed manufacturer, for sale to a licensed cannabis retail business. 14. "Delivery employee" means an individual employed by a licensed retail cannabis business who delivers cannabis goods from the permitted retail premises to a customer at a physical address. 15. "Display" means cannabis goods that are stored in the licensed retail business during the hours of operation. 16. "Distribution" means the procurement, sale, and transport of cannabis or cannabis products between Licensees. 17. "Edible cannabis product" means manufactured cannabis that is intended to be used, in whole or in part, for consumption. An edible cannabis product is not considered food as defined by Section 109935 of the California Health and Safety Code or a drug as defined by Section 109925 of the California Health and Safety Code. Ordinance No. NS-2944 Page 6 of 35 11 A-8 18. "Free sample" means any amount of commercial cannabis goods provided to a purchaser of cannabis without cost or payment or exchange of any other thing of value. 19. "Labor Peace Agreement' means a legally binding agreement between an employer and a labor organization in which the employer agrees to remain neutral in the event its employees wish to unionize, as described more fully in Business and Professions Code 26001(x), as amended from time to time. 20. "License/Licensee" means a license issued by the State and includes both an A -license (Adult -Use) and an M-license (Medicinal), and the holder of such license. 21. "Manufacturer" means a Licensee that conducts the production, preparation, propagation, or compounding of cannabis or cannabis products either directly or indirectly or by extraction methods, or independently by means of chemical synthesis, or by a combination of extraction and chemical synthesis at a fixed location that packages or repackages cannabis or cannabis products or labels or relabels its container. 22. "Manufacturing" means all aspects of the extraction and/or infusion processes, including processing, preparing, holding, storing, packaging, or labeling of cannabis products. Manufacturing also includes any processing, preparing, propagating, holding, or storing of components and ingredients. 23. "Medicinal cannabis patient' is a person whose physician has recommended the use of cannabis to treat a serious illness, including cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for which cannabis provides relief. 24. "Micro -Business" means a commercial cannabis business that cultivates cannabis on an area less than 10,000 square feet and acts as a licensed distributor, Level 1 manufacturer, and retailer. 25. "Non-volatile solvent' means any solvent used in the extraction process that is not a volatile solvent. For purposes of this chapter, a non-volatile solvent includes carbon dioxide used for extraction, or as it may be defined and amended by the State. 26. "Nursery" means a commercial cannabis Licensee that produces only clones, immature plants, seeds, and other agricultural products used specifically for the planting, propagation, and cultivation of cannabis. 27. "Medicinal/medical cannabis" or "Medicinal cannabis product', means cannabis or a product containing cannabis, including, but not limited to, concentrates, and extractions, intended to be sold for use by medicinal cannabis patients in California pursuant to the Compassionate Use Act of 1996, found at Section 11362.5 of the Ordinance No. NS-2944 Page 7 of 35 11 A-9 California Health and Safety Code. Medicinal cannabis retail is regulated by Chapter 18 and Chapter 21 of the Santa Ana Municipal Code. 28. "Outdoor cultivation" means the cultivation of cannabis outside a permanent enclosed building. Outdoor cultivation is prohibited within the City of Santa Ana. 29. "Ownership interest' means an interest held by a person who is an owner as defined by State of California commercial cannabis regulations or who has a financial interest in the commercial cannabis business of 20 percent or more. 30. 'Package" and 'Packaging' means any container or wrapper that may be used for enclosing or containing any cannabis goods for final retail sale. 'Package" and "packaging' does not include a shipping container or outer wrapping used solely for the transport of cannabis goods in bulk quantity to a Licensee. 31. 'Person" includes any individual, firm,, partnership, joint venture, association, corporation, limited liability company, estate, trust, business trust, receiver, syndicate, or any other group or combination acting as a unit, and the plural as well as the singular. 32. 'Premises" means the designated structure(s) and land specified in the application that are in possession of and used by the applicant or Licensee to conduct the commercial cannabis activity. 33. 'Primary Caregiver" has the same meaning as that term is defined in Section 11362.7 of the Health and Safety Code, as amended from time to time. 34. 'Private Residence" shall have the same definition as that contained in Health and Safety Code section 11362.2(5) and also means a lawfully established structure, suitable for human occupancy as required by section 17922 and 17958 of the California Health and Safety Code. A recreational vehicle does not constitute a lawfully established structure for the purposes of this article. 35. 'Private security officer" has the same meaning as that term as defined in the State of California Business and Professions Code section 7574.01. 36. 'Purchase" means obtaining cannabis goods in exchange for consideration. 37. 'Purchaser" means a person who is engaged in a transaction with a Licensee for purposes of obtaining cannabis goods. 38. "Qualified patient' has the same meaning as such term is defined in California Health and Safety Code section 11362.5, as amended from time to time, and means a person whose physician has recommended the use of cannabis to treat a Ordinance No. NS-2944 Page 8 of 35 11A-10 serious illness, including cancer, anorexia, AIDS, chronic pain, spasticity, glaucoma, arthritis, migraine, or any other illness for which cannabis provides relief. 39. 'Responsible person" means any of the following: a) A person who causes a Code violation to.occur. b) A person who maintains or allows a Code violation to continue by way of his or her action or failure to act. c) A person whose agent, employee, or independent contractor causes a Code violation by its failure to act. d) A person who is the owner of, and/or a person who is a lessee or sub lessee with the current right of possession of, real property where property -related Code violation occurs. e) A person who is the on -site manager of a business who normally works daily at the site when the business is open and is responsible for the activities of such premises. 40. 'Retail business" means a premises where cannabis, cannabis products, or devices for the use of cannabis or cannabis products are offered, either individually or in any combination for retail sale, including an establishment that delivers cannabis or cannabis products as part of a retail sale. 41. 'Regulatory Safety Permit (RSP)" means a permit issued by the City pursuant to this article to a commercial cannabis business. 42. "Sell," "sale," and "to sell' include any transaction whereby, for any consideration; title to cannabis is transferred from one person to another, and includes the delivery of cannabis goods pursuant to an order placedfor the purchase of the same and soliciting or receiving an order for the same, but does not include the return of cannabis goods by a Licensee to the Licensee from whom such cannabis goods were purchased. 43. "State' means the State of California. 44. "Testing Facility" or "Testing Laboratory" defined in the Business and Professions Code section 26001, as amended from time to time, means a laboratory, facility, or entity in the State that offers or performs tests of cannabis or cannabis products and that is both of the following: a) Accredited by an accrediting body that is independent from all other persons involved in commercial cannabis activity in the State; and, b) Licensed by the Bureau of Cannabis Control. 45. "Volatile solvent' means any solvent that is or produces a flammable gas or vapor that, when present in the air in sufficient quantities, will create explosive or Ordinance No. NS-2944 Page 9 of 35 11A-11 ignitable mixtures. Examples of volatile solvents include but are not limited to, butane, hexane, propane, and ethanol, or as it may be defined and amended by the State. 46. "Wholesale" means the sale of cannabis goods to a distributor for resale to one or more retail cannabis businesses. Section 40-3. Compliance with State and Local Licensing Requirements. Any commercial cannabis business as defined by the State of California and the City of Santa Ana shall operate in conformance with all regulations and standards set forth in this article to assure that the operations of any commercial cannabis business as defined by the State of California and allowed by the City of Santa Ana are in compliance with local and State law and are established to mitigate any adverse secondary effects from its operations. Commercial cannabis businesses shall be required to obtain a Regulatory Safety Permit (RSP) from the City of Santa Ana and a State license, and shall comply with any applicable State licensing requirements, such as operational standards and locational criteria. Co -location of commercial cannabis businesses proposed on any one site shall occur only if authorized by the State and the City of Santa Ana and only if allowed pursuant to the City's Zoning Code. Any commercial cannabis activity not specifically permitted by this article is prohibited. Section 40-4. Maximum Number of Regulatory Safety Permits for Commercial Cannabis Retail Businesses. The total number of cannabis retail businesses in operation shall be determined based on the number of locations which have been issued a Regulatory Safety Permit by the City of Santa Ana. In no case shall the City of Santa Ana allow more the than the following commercial cannabis retail businesses to operate within City limits, regardless of the location's compliance with any other Section specified in this article: A. 20 total medicinal cannabis retail businesses (as regulated by Article XIII of Chapter 18); B. 30 total adult -use cannabis retail businesses (which could include any or all of the medicinal cannabis retail businesses) Section 40-5. Zoning Compliance and Regulatory Safety Permit Requirements. Commercial cannabis activities are expressly prohibited in all zones in the City of Santa Ana; however, specific commercial cannabis businesses are allowed as a special Ordinance No. NS•2944 Page 10 of 35 11A-12 use in the Industrial zone (M-1, M-2). The allowed current permit types are described in Table 40-5 and the City of Santa Ana's zoning ordinance as a requisite for obtaining a Regulatory Safety Permit. No commercial cannabis business may operate in the City of Santa Ana without a Regulatory Safety Permit. This Land Use Table 40-5 shall be used to determine whether a commercial cannabis business is permitted — "P", or not permitted — "K. Any commercial cannabis business in the City of Santa Ana shall also operate in compliance with the City's zoning ordinance. If a Zoning District is not listed in the Land Use Table in this section then the use is expressly not permitted. rr• -i Cannabis " Land Use Classdicahon 4:iRegulato'rya Zone Zone,,',? ermit_ , ; Cultivator Indoor only P I P I Yes ,;X £� .. NA Cultivator Outdoor or mixed -light X Nursery Indoor/Outdoor -'Type 1) X XNA Manufacturing Manufacturing P . t- P „ Yes Medicinal Retail} Yes Retail P P (SAMC Chapter 18) a Retail Adult -Use Retail P P Yes Adult -Use and/or Medicinal Yes Testing Laboratory Industrial Distribution Freight/Transport Yes Micro -Business Cultivation / Retail / Manufacture / Liz, X Distribution NA Land Use Classifications: Commercial A - permitted cultivation area: 0 to 5;000 square feet Commercial B — permitted cultivation area: 5,001 to 10,000 square feet Commercial C — permitted cultivation area: 10,000 to 22,000 square feet Commercial D — permitted cultivation area: 22,000 square feet Ordinance No. NS-2944 Page 11 of 35 11A-13 Section 40-6. Separation Requirements for Commercial Cannabis Retail Businesses. any: (a) No commercial cannabis retail business shall be located within 1,000 feet of (1) School (K-12) as defined by Section 11362.768 of the Health and Safety Code; or (2) Park; or (3) Existing Residential zones in place on November 4, 2014. (b) No commercial cannabis retail business shall be located within 500 feet of another retail cannabis business, except for permitted co -location. Section 40-7. Separation Requirements for Non -Retail (Cultivation, Manufacturing, Testing Laboratory, and Distribution) Commercial Cannabis Businesses. (a) No non -retail commercial cannabis business shall be located within 1,000 feet of any: (1) School (K-12) as defined by Section 11362.768 of the Health and Safety Code; or (2) Park; or (3) Existing Residential zones in place on November 4, 2014. Section 40-8. General Provisions for Commercial Cannabis Activities in the City of Santa Ana. Regulatory Safety Permit Required a. Each commercial cannabis business shall obtain a Regulatory Safety Permit (RSP) specific to the business activity defined by the State pertaining to that activity. The only allowed current permit types pursuant to this article are for commercial cannabis retail sales and cultivation, distribution, manufacturing, and testing laboratories/facilities. Co -location is permitted pursuant to Section 40-9.3.1. b. It shall be unlawful for any person, as defined by this ordinance, to engage in, conduct or carry on, in or upon any premises within the City of Santa Ana any commercial cannabis business without a RSP. A commercial cannabis business shall register and obtain a RSP from the City of Santa Ana prior to operation. The RSP applicant shall pay an annual non-refundable application fee in an amount established by the City Council. Ordinance No. NS-2944 Page 12 of 35 11A-14 G. A copy of the RSP shall be displayed at all times in a place visible to the public. d. A RSP shall be valid for a period of one (1) year from the date of issuance, unless sooner revoked. No permit granted herein shall confer any vested right to any person or business. for more than the above -referenced period. 2. Maintenance of Records and Reporting All records shall be maintained by the commercial cannabis business for a period of five (5) years and shall be made available by the commercial cannabis business to ar authorized City of Santa Ana representative upon request. If they are not produced as requested, the City may seek a search warrant, subpoena, or court order. In addition to all other formats that the commercial cannabis business may maintain, these records shall be stored by the business at the location in a printed format in a fire -proof safe or filing cabinet. Any loss, damage or destruction of the records shall be reported to the Police Department within 24 hours of the loss, destruction or damage. a. The business shall obtain and maintain a valid Seller's Permit from the State Board of Equalization. b. Financial records include, but are not limited to: bank statements, sales invoices, receipts, tax records, and all records required by the California State Board of Equalization under Title 18 California Code of Regulations section 1968. C. Personnel records, including each employee's full name, address, phone number, social security, or individual tax payer identification number, date of beginning employment, and date of termination of employment if applicable. d. Training records, including but not limited to the content of the training provided and the names of the employees that received the training. e. Contracts with other businesses regarding commercial cannabis business activity. Permits, licenses, and other local authorizations to conduct the commercial cannabis business activity. Security records, as outlined in the Operational Standards for All Commercial Cannabis Business Activities. h. Proof of building ownership or landlord letter acknowledging business type. Ordinance No. NS-2944 Page 13 of 35 11A-15 i. Proof of insurance. 3. Operational Standards for All Commercial Cannabis Business Activities a. The location, interior and exterior, shall be monitored at all times by web - based closed circuit television for security purposes. The camera and recording system must be of adequate quality, color rendition and resolution to allow the ready identification of any individual committing a crime anywhere on or adjacent to the location. The recordings shall be maintained unaltered in a secure location for a period of not less than ninety (90) days. The Police Department may request the recordings in connection with an investigation. b. All controlled access areas, security rooms and all points of ingress/egress to limited access areas and all point of sale (POS) areas shall have fixed camera coverage capable of identifying activity occurring within a minimum of twenty (20) feet. C. The surveillance system storage device or cameras shall be transmission control protocol/TCP capable of being accessed through the internet by the police department or their designee on request. d. If applicable, the applicant shall conduct and pay for any required CEQA reviews and analyses, and pay for all costs, including those of the City, associated with project review under CEQA. e. Commercial cannabis businesses shall create and maintain an active account within the State's track and trace system prior to commencing any commercial cannabis retail activity. In the event of system failure, the business shall keep a hard copy record and transfer the information to the track and trace system within 24 hours of the system being available. f. No physical modification of the licensed premises is allowed without written prior permission by the City of Santa Ana and payment of any additional fees required by the City. g. Commercial cannabis business businesses shall provide adequate off- street parking and comply with the City of Santa Ana Municipal Code parking requirements in order to service customers without causing negative impact. h. The commercial cannabis business shall provide adequate disabled access parking per the requirements in the California Building Code. Ordinance No. NS-2944 Page 14 of 35 11A-16 i. The commercial cannabis business shall minimize nuisances such as trash, litter, and graffiti. j. Any and all signage, packaging, and facilities shall not be 'attractive', as it is defined by the State, to minors. k. Commercial cannabis business facilities shall be required to provide an air treatment system that ensures off -site odors shall not result from its operations. This requirement at a minimum means that the facility shall be designed to provide sufficient odor absorbing ventilation and exhaust systems so that any odor generated inside the location is not detected outside the building, in any adjacent tenant suites, on adjacent properties or public rights -of -way, or within any other unit located within the same building as the facility if the use occupies only a portion of a building. I. The commercial cannabis business shall comply with all State regulations regarding: i. Testing, labeling and storage of all cannabis products. ii. Use of appropriate weighing devices. iii. Electrical and plumbing regulations subject to periodic and unannounced inspections to ensure compliance. iv. State deadlines for applying for a State license and receiving a State license within six (6) months after the date the State begins issuing licenses. This may be waived if the State has longer delays in issuing licenses of the type the commercial cannabis business seeks. M. The commercial cannabis business shall maintain a comprehensive general liability combined single occurrence insurance policy issued by an "A" rated insurance carrier in an amount no less than Two Million Dollars, with primary coverage, naming the City of Santa Ana as additional insured. n. No free samples of any cannabis or cannabis product may be distributed at any time. o. All agents, private security officers or other persons acting for or employed by commercial cannabis business shall display a laminated identification badge at least Z X 2" in size, issued by the business. The badge, at a minimum, shall include the business's "doing business as" name and license number, the employee's first and last name, and a color photo of the employee that shows the full front of the employee's face. P. All private security officers acting for or employed by a commercial cannabis business shall be licensed by the State and issued a business license from the City of Santa Ana. Ordinance No. NS-2944 Page 15 of 35 11A-17 q. The commercial cannabis business shall have a centrally -monitored fire and burglar alarm system which shall include all perimeter entry points and perimeter windows and the building or portion of the building where the business is located shall contain a fire -proof safe or fire proof filing cabinet and include a safety and security plan. r. The commercial cannabis business shall ensure a licensed alarm company operator or one or more of its registered alarm agents installs, maintains, monitors and responds to the alarm system. The alarm company shall obtain a City of Santa Ana business license. S. The commercial cannabis business shall provide the name and phone number of an on -site staff person to the police department and the Code Enforcement Division of the Planning and Building Agency for notification if there are operational problems with the establishment. t. The commercial cannabis business must obtain and maintain a valid City business license at all times as a condition for receiving, renewing, and maintaining its regulatory safety permit. U. Occupancy shall not exceed that required under the Uniform Building Code and Uniform Fire Code, and the maximum occupancy load shall be posted at the main entrance. V. For any commercial cannabis business with two (2) or more employees, the business owner shall attest that he/she has entered into a labor peace agreement and provide a copy of the agreement to the City. W. Each commercial cannabis business owner, operator(s) and employee(s) shall complete a criminal background check and wear a visible photo ID at all times during working hours. Owners, operators, employees, managers or volunteers may not have been convicted of, or pled guilty/no-contest to a felony or misdemeanor drug charge within the past four (4) years; nor shall they be a person required to register as a controlled substance offender pursuant to Health & Safety Code section 11590. X. All signage for the commercial cannabis business must comply with Article XI of Chapter 41 of the Santa Ana Municipal Code. Y. Inspections by an authorized City of Santa Ana representative may be conducted anytime during the business's regular business hours. 4. Additional Operational Standards for Adult -Use Cannabis Retail Business Ordinance No. NS-2944 Page 16 of 35 11A-18 a. At all times the Adult -Use cannabis retail business is open, it shall provide at least one private security guard who is licensed, possesses a valid Department of Consumer Affairs "security guard card", and has a valid business license from the City of Santa Ana. b. The private security guard and adult -use retail cannabis business personnel shall monitor the site and the immediate vicinity of the site to ensure that patrons immediately leave the site and do not consume cannabis in the vicinity of the retail business or on the property or in the parking lot. C. Exterior signage shall comply with Article XI of Chapter 41 of the Santa Ana Municipal Code. Interior signage or advertising may not be visible from the exterior. Retail cannabis businesses must comply with the advertising and marketing provisions of Business and Professions Code §§ 26150-26155. d. There shall be no on -site sales of alcohol or tobacco products, (excluding rolling papers and lighters) and no on -site consumption of food, alcohol or tobacco by patrons. e. Hours of operation shall be limited to: 7 a.m. to 10 p.m. daily. No licensed retail business shall be open to the public between the hours of 10:01 p.m. and 6:59 a.m. of any day. f. The Adult -Use cannabis retail business shall notify patrons of the following both verbally and through posting of a sign in a conspicuous location: Secondary sale, barter or distribution of adult -use cannabis is a crime and "can lead to arrest. ii. That loitering on and around the retail site is prohibited by California Penal Code § 647(e) and that patrons must immediately leave the site and not consume cannabis in the vicinity of the retail site or on the property or in the parking lot. iii. A warning that patrons may be subject to prosecution under federal cannabis laws. iv. That the use of cannabis may impair a person's ability to drive a motor vehicle or operate machinery. g. No one under the age of 21 shall be allowed to enter an Adult -Use cannabis facility unless the licensed Adult -Use cannabis facility holds a medicinal use cannabis RSP issued by the City and retail license issued by the State, and the licensed premises for the adult -use cannabis license and medicinal cannabis license are the same in accordance with Business and Professions Code section 26140. Ordinance No. NS•2944 Page 17 of 35 11A-19 h. If non -cannabis food is distributed, the retail business shall comply with all relevant State laws, County and City ordinances pertaining to the preparation, distribution and sale of food. i. All Adult -Use cannabis retail businesses shall establish and implement a program to incentivize the recycling of used containers. Failure to establish and implement a program to incentivize the recycling of used containers will result in a violation of the terms of the required commercial cannabis Operating Agreement requiring sustainable building or business practices. j. Adult -Use cannabis retail businesses shall also record on the video surveillance system point -of -sale areas and areas where cannabis goods are displayed for sale. k. Adequate signage shall clearly state who has inspected any cannabis product for pesticides, or other regulated contaminants, distributed at this location. I. Shipments of cannabis goods may only be accepted during regular business hours. M. Inventory shall be secured using a lockable storage system during non - business hours. n. No cannabis product shall be visible from the exterior of the business. o. All required labelling shall be maintained on all product, as required by State law, at all times. P. Educational tours of adult -use retail cannabis businesses shall be allowed. q. A permitted commercial cannabis retail business shall have 180 days after permit issuance by the City of Santa Ana to operate. A permitted commercial cannabis retail business that ceases to operate for more than 90 calendar days shall be deemed "abandoned" and the permit shall be forfeited. A permitted commercial cannabis business may temporarily suspend operations for a period of time as may be reasonably required to affect upgrades, modifications, repairs, or other property issue mitigations as approved by the Director of Planning and Building or his or her designee. For the purposes of this section, 'operate" shall mean that the gross receipts fees charged for the business exceed the fee per square foot calculations by the end of the 180-day period. 5. Additional Operational Standards for Commercial Cannabis Retail Delivery Services Ordinance No. NS-2944 Page 18 of 35 11 A-20 a. Commercial cannabis retail deliveries may be made only from a commercial cannabis retail business permitted by the City in compliance with this article, and in compliance with all State regulations. b. All employees who deliver cannabis shall have valid identification and a copy of the commercial cannabis retail business' Regulatory Safety Permit and State license at all times while making deliveries. C. All commercial cannabis retail businesses shall maintain proof of vehicle insurance for any and all vehicles being used to transport cannabis goods as required by State law. d. Deliveries may only take place during normal business hours of the commercial cannabis retail business. e. During delivery, the delivery employee shall maintain a physical or electronic copy of the delivery request and shall make it available upon request by the licensing authority and law enforcement officers. The delivery request documentation shall comply with State law. f. A licensed delivery employee shall not leave the State of California while possessing cannabis products. g. A commercial cannabis retail business shall maintain a list of all deliveries, including the address delivered to, the amount and type of product delivered, and any other information required by the State. h. A manifest with all information required in this section shall accompany any delivery person at all times during the delivery process and delivery hours. i. Any delivery method shall be made in compliance with State law, as amended, including use of a vehicle that has a dedicated GPS device for identifying the location of the vehicle (cell phones and tablets are not sufficient). j. Each delivery request shall have a receipt prepared by the commercial cannabis retail business with the following information: i. Name and address of the commercial cannabis retail business ii. The name of the employee who delivered the order iii. The date and time the delivery request was made iv. The complete delivery addresses V. A detailed description of the cannabis goods requested for delivery including the weight or volume, or any accurate measure of the amount of cannabis goods requested. vi. The total amount paid for the delivery including any fees or taxes. Ordinance No. NS-2944 Page 19 of 35 11 A-21 k. At the time of the delivery, the date and time delivery was made, and the signature of the person who received the delivery. I. No cannabis delivery vehicle shall display signs, decals or any other form of advertisement with the exception of a maximum four -inch by four -inch decal. M. Inspections by an authorized City of Santa Ana representative may be conducted anytime during regular business hours. 6. Additional Operational Standards for Commercial Cannabis Testing Facilities or Laboratories a. A licensed cannabis testing facility or laboratory business, its owners and employees may not hold an interest in any other cannabis business except another testing laboratory business. b. Inspections by an authorized City of Santa Ana representative may be conducted anytime during the business's regular business hours. C. Educational tours of cannabis testing facility/laboratory businesses shall be allowed. 7. Additional Operational Standards for Commercial Cannabis Manufacturing Facilities a. Commercial cannabis manufacturing facilities are prohibited from using volatile solvents in the manufacturing process as defined in the California Health and Safety Code 11362.3(d) and as further defined in the California Health and Safety Code 11362.775(b)(1)(A) and as amended from time to time, unless a conditional use permit (CUP) for volatile solvents is applied for and granted pursuant to Chapter 41 of the Santa Ana Municipal Code. b. A licensed commercial cannabis non-volatile manufacturing facility may conduct all activities permitted by the State. This includes but is not limited to: non- volatile extractions, repackaging and relabeling, infusions and extractions. C. Any manufacturing that will be conducted by the commercial cannabis business shall be included on the application. No additional manufacturing activity can be conducted without notifying the Executive Director of the Planning and Building Agency or his or her designee, after which a determination will be made if the new activity may commence with or without modification to the RSP or if a new RSP is required. d. At all times, the commercial cannabis manufacturing facility will be compliant with all State regulations for cannabis manufacturing including Health and Ordinance No. NS-2944 Page 20 of 35 11 A-22 Safety Code 11362.775, as amended from time to time. Signage shall be posted regarding the type(s) of chemicals being used at the manufacturing facility. e. Cannabis manufacturing facilities shall not contain an exhibition or product sales area or allow for retail distribution of products at that location unless the facility is co -located with an approved commercial cannabis retail business with a RSP. f. Extraction equipment and extraction process utilizing hydrocarbon solvents shall be located in a room or area dedicated to extraction. g. All commercial cannabis manufacturing/processing facilities shall comply With any and all applicable safety guidelines adopted by the Orange County Fire Authority, the State of California, and/or the City of Santa Ana fo"r cannabis plant processing and extraction. 8. Additional Operational Standards for Indoor Commercial Cannabis Cultivation Facilities a. There shall be no exterior evidence of cannabis cultivation from a public right-of-way. b. The Building Official may require additional specific standards to meet the California Building Code and Fire Code, including but not limited to installation of fire suppression sprinklers. C. Compliance with Section 13149 of Water Code as enforced by the State Water Resources Control Board is required. d. All commercial cannabis cultivation facilities shall comply with any and all applicable safety guidelines adopted by the Orange County Fire Authority, the State of California, and/or the City of Santa Ana for cannabis carbon dioxide enrichment systems. e. Cannabis cultivation facilities shall not contain an exhibition or product sales area or allow for retail distribution of products at that location unless the facility is co -located with an approved commercial cannabis retail business with a RSP. 9. Additional Operational Standards for Commercial Cannabis Distribution Facilities a. Inspections by an authorized City of Santa Ana representative may be conducted anytime during the business's regular business hours. Ordinance No. NS-2944 Page 21 of 35 11 A-23 b. A distributor shall ensure that all cannabis goods stored in compliance with all applicable State regulations to ensure conformance to any and all applicable Track and Trace systems required by the State. C. Employee breakrooms, eating areas, changing facilities, locker rooms and bathrooms shall be completely separated from the storage areas. Section 40-9, Commercial Cannabis Selection Process. 1. Commercial Cannabis— Registration Application and Regulatory Safety Permit Required a. Existing medicinal cannabis business operators, or those with pending applications for a medicinal RSP, who desire to operate an adult cannabis retail business shall apply for the cannabis Regulatory Safety Permit ("RSP") on or before December 14, 2017. The Director of Planning and Building shall review such application and issue the RSP, without consideration of the merit based point system, so long as they satisfy all other requirements of this article and Chapter 18. b. The Regulatory Safety Permit ('RSP") selection process will be conducted in two phases, Phase 1 (Registration Application) and Phase 2 (Regulatory Safety Permit Application). Registration Applications will be reviewed by the Director of Planning and Building or designees(s) for completeness and compliance, and if eligible, will be placed on the "Regulatory Safety Permit ('RSP") Eligibility List' and entered into the Phase 2 Regulatory Safety Permit Application process. In Phase 2, the City of Santa Ana has established a merit based point system for commercial cannabis retail businesses to objectively award permits as described in the Regulatory Safety Permit Application. 2. Phase 1 — Registration Application a. Following the adoption of this article, the Director of Planning and Building shall prepare commercial cannabis business registration application forms and a related administrative policy. Each commercial cannabis business interested in operating pursuant to this article may submit an application together with a non-refundable processing fee in an amount established by the City Council. b. The Registration Application period shall be thirty (30) calendar days from the date the applications are released. Following the application period, the Director of Planning and Building or designee(s) shall stop accepting applications and review all applications received in Phase 1. Each application that is complete and in compliance with the application requirements in Phase 1 shall be placed on the "RSP Eligibility List' and shall be notified in writing whether they are a 'RSP Eligible Applicant' or not. Each Ordinance No. NS-2944 Page 22 of 35 11 A-24 applicant on the RSP Eligibility List may then choose to file an application for a RSP in Phase 2. C. The requirements for Phase 1 include but are not limited to: All application documents required in the City's Phase 1 Registration Application package. ii. Application was submitted during the application period. III. Application forms are filled out completely. iv. Business Owner(s)/Applicant(s) referenced on the application provides. a Live Scan that was conducted within 14 days prior to submitting the application. V. Phase 1 application fee is paid. vi. A signed statement that the proposed location of the commercial cannabis business on the application meets the zoning criteria established in this article including, but not limited to, any and all sensitive use separation criteria required by this article. vii. Proof of site control for commercial cannabis retail businesses submitting Phase 1 applications on or after July 1, 2018. d. The Director of Planning and Building or his or her designee(s) shall determine whether each application demonstrates compliance with the minimum requirements (above) and be placed on the RSP Eligibility List and entered into the Phase 2 application and review process. e. The Director of Planning and Building or his or her designee(s) shall review each application upon submission and ensure that the application is complete. Incomplete applications will be promptly rejected and the applicant shall be notified in writing of the deficiencies. The applicant shall be given an opportunity to cure any incomplete or deficient application prior to the conclusion of the application processing term, if such time period is applicable. 3. Phase 2 - Regulatory Safety Permit Application a. Each applicant identified on the RSP Eligibility List may choose to complete and file a RSP application to the Director of Planning and Building. The application shall be filed together with a nonrefundable fee as established by resolution of the City Council, to defray the cost of investigation required by this article. Ordinance No. NS-2944 Page 23 of 35 11 A-25 b. The RSP application period shall be open for thirty (30) calendar days and may run concurrently with the Phase 1 review period. Following the RSP application period, the Director of Planning and Building or designee(s) shall stop accepting applications and review all applications received in Phase 2. C. The Director of Planning and Building or designee(s) will review all application documents required in the City's Phase 2 application package plus the additional requirements in subsection (d) below. The Director of Planning and Building or his or her designee(s) will use a merit based point system to review and rank each of applications from the most to the least points and objectively award the top applicants a RSP. A complete description of the merit based point system and all merit based point considerations shall be included with the application forms. d. Phase 2 requirements include but are not limited to: All application documents required in the City's Phase 2 RSP application package. ii. Phase 2 application fee is paid and a comprehensive owner background check is completed. iii. The Building Official or designee has inspected all structures in which the use is located to determine that all applicable standards and requirements are met. If a building permit is required for site improvements, Permit issuance will be deferred until a certificate of occupancy or other building permit approval is issued. Additionally, the Building Official has determined that there are no notices of nuisance or other code compliance issues recorded or on the property. iv. The Planning Manager or designee has issued zoning clearance documenting compliance with the following: . 1. The use is permitted; 2. All land use permits, if any, have been approved and all conditions of approval have been met or are in good standing; and, 3. No zoning violations exist on the property. e. The Director of Planning and Building or his or her designee(s) shall review each application upon submission and ensure that the application is complete. Incomplete applications will be promptly rejected and the applicant shall be notified that business day of the deficiencies. The applicant shall be given an opportunity to cure any incomplete or deficient application prior to the conclusion of the application processing term, if such time period is applicable. Ordinance No. NS-2944 Page 24 of 35 11 A-26 3.1 Commercial Cannabis— Registration Application and Regulatory Safety Permit for Additional Commercial Cannabis Business Activities on the Same Premises (Co -Location) a. An existing commercial cannabis business with an RSP may co -locate additional non -retail commercial cannabis business activities (cultivation, distribution, and/or manufacturing) by applying for a new RSP for the additional use(s). The new RSP must meet the all requirements of the Santa Ana Municipal Code except that background checks (live scans) shall only be required for any new staff as outlined in Section 40-8. A single RSP that lists any and all approved cannabis business activity/activities may be renewed annually thereafter. b. Pending RSP applicants wishing to co -locate additional non -retail (cultivation, distribution, and/or manufacturing) uses may submit a new RSP for any of the non -retail commercial cannabis business activities. The additional RSP must meet the all requirements of the RSP except that background checks (live scans) shall only be required for any new staff as outlined in Section 40-8. A single RSP that lists any and all approved cannabis business activity/activities may be renewed annually thereafter. c. New commercial cannabis business applicants — co -location. New commercial cannabis retail applicants wishing to co -locate additional non -retail (cultivation, distribution, and/or manufacturing) uses shall submit a separate RSP for the proposed retail activity and another RSP for any of the non -retail commercial cannabis business activities. Each RSP application will be evaluated independently and must meet any applicable requirements of the RSP as outlined in Sections 40-8 and 40-9, including but not limited to merit evaluation and additional separation requirements for the retail RSP. A single RSP that lists any and all approved cannabis business activity/activities may be renewed annually thereafter. 2. New non -retail commercial cannabis applicants wishing to co -locate additional non -retail (cultivation, distribution, and/or manufacturing) uses may submit a single RSP for the proposed activity or activities. The RSP application must meet any applicable requirements of the RSP as outlined in Sections 40-8 and 40-9. A single RSP that lists any and all approved cannabis business activity/activities may be renewed annually thereafter. 4. Regulatory Safety Permit Annual Renewal a. Applications for the renewal of a permit shall be filed with the Director of Planning and Building or designee(s) at least sixty (60) calendar days before the expiration of the current permit. Temporary permits will not be issued. Any permittee allowing their permit to lapse or which permit expired during a suspension shall be Ordinance No. NS-2944 Page 25 of 35 11 A-27 required to submit a new application, pay the corresponding original application fees and be subject to all aspects of the selection process. b. Any person desiring to obtain a renewal of their respective permit shall file a written application under penalty of perjury on the required form with the Director of Planning and Building or her or her designee(s) who will conduct a review. The application shall be accompanied by a nonrefundable filing fee established by the City Council to defray the cost of the review required by this article. An applicant shall be required to update the information contained in their original permit application and provide any new and/or additional information as may be reasonably required by the Director of Planning and Building or designee(s) in order to determine whether said permit should be renewed based on compliance with all applicable provisions of the Santa Ana Municipal Code. 5. Appeal of Denial of Regulatory Safety Permit / Denial of RSP Renewal The City Manager or his or her designee(s) will review all Regulatory Safety Permit applications and renewal requests, along with all other relevant information, and determine if a RSP should be granted and/or renewed based on compliance with all applicable provisions of the Santa Ana Municipal Code. If the City Manager determines that the permit shall not be granted and/or renewed, the reasons for denial shall be provided in writing to the applicant. No such denial shall become effective until the applicant for the regulatory safety permit and/or renewal has been notified in writing by certified mail of the right to appeal the denial decision pursuant to the provisions of Chapter 3 of this Code. If a timely appeal is filed, the denial shall be effective only upon decision of a hearing officer as provided for in Chapter 3 of the Santa Ana Municipal Code. Otherwise, the denial shall become effective after the timely appeal period has passed. The matter may be subject to judicial review under the provisions of California Code of Civil Procedure Sections 1094.5 and 1094.6. Section 40-9.1. Non -Retail Commercial Cannabis Business (Cultivation, Manufacturing, Distribution, and Testing Facility/Laboratory) Selection Process. 1. Non -Retail Commercial Cannabis Businesses — Registration Application (Phase 1) and Regulatory Safety Permit (Phase 2) Required a. Every Non -Retail Commercial Cannabis Business shall apply for the Phase 1 (Registration Application) and Phase 2 (Regulatory Safety Permit Application) in the manner described in Section 40-9, except that the Director of Planning and Building may accept Phase 1 and Phase 2 applications for a Non -Retail -Commercial Cannabis Business concurrently, and shall review such applications and'issue the Regulatory Safety Permit Application without consideration of the merit based point system, insofar as the applications satisfy all other requirements of this article and Chapter 18. Ordinance No. NS-2944 Page 26 of 35 11 A-28 b. Applications for a Non -Retail Commercial Cannabis Business shall be accepted during normal City Hall business hours and are not subject to the 30-day Phase 1 or Phase 2 application periods. Section 40-10. Audits. Annual audits. No later than June 30th of every'year, each licensed commercial cannabis business shall file with the City an audit or financial review of its operations of the previous calendar year. The form and contents of the document shall be specified by the Executive Director of Finance and Management Services, or his or her designee(s). Section 40-11. Inspection and enforcement responsibilities. The Code Enforcement Division of the Planning and Building Agency may enter and inspect the location of any commercial cannabis business between the hours of 7:00 a.m. and 10:00 p.m., or at any reasonable time, to ensure compliance with this article. In addition, any police officer may enter and inspect the location of any commercial cannabis business and the recordings and records maintained as required by this article, except that the inspection and copying of private medical records shall be made available to the police department only pursuant to a properly executed search warrant, subpoena, or court order. It is unlawful for any owner, responsible person, landlord, lessee, member including but not limited to a member engaged in the management), or any other person having any responsibility over the operation of the commercial cannabis business to refuse to allow, impede, obstruct or interfere with an inspection, review or copying of records and closed-circuit monitoring authorized and required under this article, including but not limited to, the concealment, destruction, and falsification of any recordings, records, or monitoring. Section 40-12. Violation and enforcement. Viol atio n/enforce ment. Each and every violation of this article shall constitute a separate violation and shall be subject to all remedies and enforcement measures authorized by this Code. Additionally, as a nuisance per se, any violation of this article shall be subject to injunctive relief, revocation of the commercial cannabis business Regulatory Safety Permit, revocation of the certificate of occupancy for the location, disgorgement and payment to the City of any and all monies unlawfully obtained, costs of abatement, costs of investigation, attorney fees, and any other relief or remedy available at law or equity. The City may also pursue any and all remedies and actions available and applicable under local and State laws for any violations committed by the commercial cannabis business and persons related or associated with the business. 2. Suspension or revocation. Ordinance No. NS-2944 Page 27 of 35 11 A-29 When an authorized City of Santa Ana representative finds that any person holding a Regulatory Safety Permit under the provisions of Chapter 40 has violated the provisions of this chapter or is found guilty of conduct which would form the basis of denial of the Regulatory Safety Permit as set forth in Article XIII of Chapter 18, s/he may revoke or suspend the permit. No such revocation shall become effective until the Regulatory Safety Permit holder has been notified in writing by certified mail of the right to appeal the revocation decision pursuant to the provisions or Chapter 3 of this Code. If a timely appeal is filed, the revocation shall be effective only upon decision of a hearing officer as provided for in Chapter 3 of the Santa Ana Municipal Code. Otherwise, the revocation shall become effective after the timely appeal period has passed. 3. State License Suspension/Revocation. Revocation or suspension of a Licensee's State issued commercial cannabis business permit or license by the State shall constitute a violation of this article and result in revocation of the Licensee's RSP. Section 40-13. Transfer of Ownership. 1. Upon the transfer of any interest in a commercial cannabis business, the Regulatory Safety Permit shall be null and void. Any person, firm or entity desiring to own and operate the commercial cannabis business shall make a new Regulatory Safety Permit application. Prior to or concurrent with the submission of said application the transferee shall obtain all required business licenses, post all required security deposits, acquire all necessary, certificates, permits or other licenses allowing the doing of any act which the person paying or holding the same would not otherwise be entitled to do; and any permit, license, variance or other instrument of approval or evidence that any conditions exist as required by any other section of this Code or by any statute or code provisions of the state must first be obtained or complied with before the doing of any act or thing for which it is required. A fee as established by resolution of the City Council shall be payable for each such application involving transfer of any interest in an existing commercial cannabis retail business. The provisions of this section shall apply to any person, firm, or entity applying for a Regulatory Safety Permit for premises previously used as such establishment. 2. Any such transfer of any interest in an existing commercial cannabis business or any application for an extension or expansion of the building or other place of business of the commercial cannabis retail business shall require inspection and compliance with section 40-11 of this article. 3. The owner or operator of a commercial cannabis business shall be responsible for notifying the City of any intention to rename, change management, or convey the business to another person/entity. Notification to the City must be made a minimum of sixty (60) days prior to such transfer. Ordinance No. NS-2944 Page 28 of 35 11 A-30 Section 40-14. Limitations on the City's Liability. To the fullest extent permitted by law, the City shall not assume any liability whatsoever, with respect to approving any Regulatory Safety Permits pursuant to this article or the operation of any commercial cannabis business approved pursuant to this chapter. Asa condition of approval of a Regulatory Safety Permit as provided in this chapter, the applicant or its legal representative shall: 1. Execute an agreement indemnifying the City from any claims, damages, injuries or liabilities of any kind associated with the registration or operation of the commercial cannabis business or the prosecution of the applicant or business or its members for violation of federal or State laws; 2. Maintain insurance in the amounts and types that are acceptable to the City Attorney or his or her designee; 3. Name the City as an additionally insured on all City required insurance policies; 4. Agree to defend, at its sole expense, any action against the City, its agents, officers, and employees related to the approval of a Regulatory Safety Permit; and, 5. Agree to indemnify and reimburse the City for any court costs and attorney fees that the City may be required to pay as a result of any legal challenge related to this ordinance and/or the City's approval of a Regulatory Safety Permit. The City may, at its sole discretion, participate at its own expense in the defense of any such action, but such participation shall not relieve the operator of its obligation hereunder. Section 40-15. Fees and Taxes. All commercial cannabis businesses shall pay applicable fees and taxes, which shall include one or more of the following: 1. Application Fees. The business owner shall submit a non-refundable fee to cover the cost of processing an application for the commercial cannabis business. These fees may be divided into two fees according to Registration Application Fee (Phase 1) and RSP Application Fee (Phase 2). 2. Regulatory Safety Permit Renewal Fees. The business owner shall submit a non-refundable fee to cover the cost of processing an application renewal annually. 3. Business License Taxes. The business owner shall at all times maintain a current and valid City of Santa Ana business license and shall pay all business license taxes, deposits, charges, fees, deficiencies, penalties, interest, and other associated Ordinance No. NS-2944 Page 29 of 35 11 A-31 assessments as may be required pursuant to ordinances of the City of Santa Ana and/or the Santa Ana Municipal Code. Operating Agreement Fees. 5. Additional cannabis -specific gross receipts, excise taxes, orbther municipal tax approved by the voters of the City of Santa Ana. 6. All required state taxes including sales and use taxes, business/franchise or income taxes, payroll taxes, etc. 7. All required federal taxes. Section 6: Section 18-620 of Article XIII of Chapter 18 of the Santa Ana Municipal Code is hereby amended to read in full as follows: Sec. 18-620. - Compliance with this article and state law. (a) It is unlawful for any person to: (i) Cause, permit or engage in the giving away of marijuana, or (ii) Own, establish, operate, use or permit the establishment or operation of a medical marijuana collective or cooperative, or to participate as an employee, contractor, agent, responsible person or volunteer of a collective or cooperative, except as provided in this article, and pursuant to any and all other applicable local and state laws. (iii) The prohibition in subsection (ii) above includes, renting, leasing, or otherwise permitting a medical marijuana business to occupy or use a location, vehicle, or other mode of transportation. (b) It is unlawful for any person to cause, permit or engage in any activity related to medical marijuana except as provided in Health and Safety Code Sections 11362.5 et seq., and pursuant to any and all other applicable local and state laws. (c) It is unlawful for any person to knowingly make any false, misleading or inaccurate statements or representations in any forms, records, filings or documentation required to be maintained, filed or provided to the City under this article, or to any other local, state or federal government agency having jurisdiction over any of the activities of collectives. Ordinance No. NS-2944 Page 30 of 35 11 A-32 (d) It shall be the sole responsibility of the members engaged in the management of the collective to ensure that the collective is at all times operating in a manner compliant with all applicable state laws and this article. Nothing in this article shall be construed as authorizing any actions which violate state law with regard to the cultivation, transportation, provision, and sale of medical marijuana. (e) Cultivation of Marijuana (1) Personal Cultivation. Individuals 21 years of age or older may plant, cultivate, harvest, dry, or process up to (6) living marijuana plants for personal (non-commercial) use in a private residence or accessory structure to a single private residence in the City of Santa Ana and must comply with the following requirements: (i) The marijuana cultivation area shall be located indoors within a private residence or accessory structure on a single parcel of property; (ii) No more than six (6) living marijuana plants is permitted for indoor personal cultivation; (iii) Marijuana in excess of 28.5 grams produced by plants kept for indoor personal cultivation must be kept in a locked space on the grounds of the private residence not visible from the public right -of way. (iv) There shall be no exterior visibility or evidence of marijuana cultivation outside the private residence from the public right-of-way, including but not limited to any marijuana plants, equipment used in the growing and cultivation operation, or any light emanating from the cultivation; of (v) The cultivation may not violate any California Building, Electrical or Fire Codes or any other health and safety standards. (2) Commercial Cultivation. Commercial cultivation of marijuana or cannabis is prohibited anywhere in the City except as allowed and regulated in Chapter 40 of the Santa Ana Municipal Code. (3) Outdoor Cultivation. Outdoor cultivation of marijuana or medical marijuana is prohibited anywhere in the City. No person, including a qualified patient of primary caregiver, shall engage, permit, or participate in the outdoor cultivation of marijuana in the City. (4) Reserved. Ordinance No. NS-2944 Page 31 of 35 11 A-33 (5) Public Nuisance Prohibited. (1) It is hereby declared to be unlawful and a public nuisance for any person owning, leasing, occupying, or having charge or possession of any parcel within the City to create a public nuisance in the course of cultivating marijuana plants or any part thereof in any location, indoor or outdoor, except as allowed and regulated in Chapter 40 of the Santa Ana Municipal Code. A public nuisance may be deemed to exist, if such activity produces: (1) Odors which are disturbing to people of reasonable sensitivity residing or present on adjacent or nearby property or areas open to the public; (2) Repeated responses to the parcel by law enforcement personnel; (3) A repeated disruption to the free passage of persons or vehicles in the neighborhood, excessive noise which is disturbing to people of normal sensitivity on adjacent or nearby property or areas open to the public; (4) Any other impacts on the neighborhood which are disruptive of normal activity in the area including, but not limited to, grow lighting visible outside the dwelling, excessive vehicular traffic or parking occurring at or near the dwelling, and excessive noise emanating from the dwelling. (5) Outdoor and Commercial growing and cultivation of marijuana, except as allowed and regulated in Chapter 40 of the Santa Ana Municipal Code. (f) A permitted medical marijuana dispensary may deliver medical marijuana only to a qualified patient or caregiver. Medical marijuana delivery services by dispensaries possessing regulatory safety permits must comply with Business and Professions Code §19340, Delivery of cannabis from a dispensary permitted pursuant to this Chapter can only be made in a city or county that does not expressly prohibit it by ordinance. Delivery services by dispensaries not in possession of regulatory safety permits is expressly prohibited. (g) Non -Retail Commercial Cannabis Businesses for Medicinal and Adult -Use Cannabis as defined in Chapters 18 and 40 of the Santa Ana Municipal Code (SAMC) are permitted subject to the regulations and standards contained within Chapter 40 of the SAMC. Ordinance No. NS-2944 Page 32 of 35 11 A-34 Section 7: Section 8-95 of the Santa Ana Municipal Code is hereby amended to read as follows: Sec. 8-95. Certificate of occupancy (Chapter 1, Division II, Section 111). Chapter 1, Division II, Section 111.1 of the building code is amended to read in full 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) Code violations —Disconnection of utilities. (1) No building or structure shall be occupied, nor shall a business operate without a valid Certificate of Occupancy. A business operating in a manner inconsistent with its Certificate of Occupancy is operating in violation of this Code provision. (ii) Violation of this Code provision may result in the disconnection of any or all utilities. (iii) A building, structure, or business whose utilities have been disconnected shall not have the utilities reconnected until an inspection has been made by the city's building Ordinance No. NS-2944 Page 33 of 35 11 A-35 official and the building official has determined that the building complies with this code. (iv) A building or structure that is new construction can likewise not be occupied or its utilities connected until an inspection has been made by the city's building official and the building official has determined that the building complies with this Code. (v) Removing or defacing a notice posted in relation to violations of this Code provision or this code, shall constitute a separate and distinct violation of this Code provision. (5) 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 8. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2018. APPROVED AS TO FORM Sonia R. Carvalho, City Attorney By:6�1, c- Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor Ordinance No. NS-2944 Page 34 of35 11 A-36 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-2944 to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2018, and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-2944 Page 35 of 35 11 A-37 11 A-38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE ABANDONMENT NO. 18-02: INTENT TO VACATE PORTIONS OF BAKER STREET, BERKELEY STREET, AND OCCIDENTAL STREET (STRATEGIC PLAN NO. 3, 2) U6-- CITV MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution declaring the City's intent to vacate portions of Baker Street, Berkeley Street, and Occidental Street. 2. Set a public hearing for June 5, 2018. On March 15, 2016, the City Council approved the Mater Del High School Parking Structure and School Expansion Project as shown on Exhibit 1. The proposed expansion is dependent on acquisition of 19 private single-family residential parcels, and the vacation of portions of Baker Street, Berkeley Street, and Occidental Street as shown on Exhibit 2. Mater Dei has recently completed acquisition of the private properties and has applied for the street vacation. The street segments to be vacated will be incorporated into the parking structure project. The additional land area reduces the site's constraints and improves overall site function, such as setbacks, building location, and site accessibility. Utilities, other government agencies, and City departments have been advised of the street vacation. Easements for utilities will be reserved in the resolution of vacation. An alley easement will be dedicated to connect Berkeley Street and Occidental Street for trash, fire, and public access. According to a recent Preliminary Title Report, the Roman Catholic Bishop of Orange is identified as the fee owner of the land to be vacated. The next step of the required legal process is adoption of a Resolution of Intent which describes the project and sets a public hearing date for June 5, 2018 (Exhibit 3), at which time the order to vacate may be approved by the City Council. 12A-1 Resolution of Intent to Vacate Baker Street, Berkeley Street, and Occidental Street May 1, 2018 Page 2 STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal imaar-Lassociated with this action. Acting Executive Director Public Works Agency Exhibits 1. Site Plan 2. Map 3. Resolution of Intent 12A-2 EXHIBIT 1 ABANDONMENT 18-02 12A-3 12A-4 m 'A MATER MATER DEI I_ 1 qT -1 In 12 BERKELEY STREET -- -- -- -- -- --tom APPROX. 261' --- _ -- --� 1--130'1 HIGH w �los 1a to to to to to IC64 ¢ v I - of Y ole I� I: INN I: I� l0 1�1 SCHOOL 30. 3O IILnI j30'1 APPROX. 261' — — — 1 — — — — -OCCIDENTAL STREET 1 30•30 p- 18 w 10- ¢I to to to la le o II i= W �4------------------- ----------- -- -------------- SAINT ANDREW PLACE ®ABANDONMENT AREAS, PORTION OF BAKER STREET, BERKELEY STREET AND OCCIDENTAL STREET r — — — I SFR PROPERTIES ACQUIRED BY MATER DEI EXHIBIT 2 /SANTA ANAANA T1`i°- ABANDONMENT NO. 18-02: INTENT TO P�� WA VACATE PORTIONS OF BAKER, BERKELEY, mcWKSW I AND OCgQENTAL STREETS 12A-6 Exhibit 3 jmf4/20118 RESOLUTION NO. 2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO VACATE PORTIONS OF BAKER STREET, BERKELEY STREET, AND OCCIDENTAL STREET, SETTING A PUBLIC HEARING THEREON, AND DIRECTING NOTICE THEREOF TO BE POSTED AND PUBLISHED (ABANDONMENT NO. 18-02) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In accordance with Chapter 3 of Part 3 of Division 9 of the Streets and Highways Code of the State of California, the City Council of the City of Santa Ana hereby declares its intention to vacate portions of Baker Street, Berkeley Street, and Occidental Street. The areas proposed for vacation are shown on the map attached as -Exhibit 1. B. Notice is hereby given that on June 5, 2018, at 5:45 P.M. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, a public hearing will be held by the City Council at which time any and all persons interested in or objecting to the proposed vacation described above may appear and be heard. Section 2. The Clerk of the Council is hereby directed to cause this Resolution to be published twice, once in each of the two successive weeks priorto the above -referenced hearing, in a newspaper of general circulation in the City. Section 3. The Executive Director of the Public Works Agency is hereby directed to post conspicuously, in the manner prescribed by law, notice of the adoption of this Resolution, containing the statement of the day, hour, and place of hearing set forth above, and describing the areas to be vacated at least two weeks before the day set for said hearing. 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 2018. Miguel A. Pulido Mayor ResoluBon No. 2018-XXX Page 1 of 2 12A-7 jmf 4120/18 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ohn 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 certify the attached Resolution No. 2018 - to be the original resolution adopted by the City Council of the City of Santa Ana on 2018. Date: Clerk of the Council City of Santa Ana Resolullan No. 2018-XXX Page 2 of 2 12A-8 a a I I I I I BERKELEY _STRE T i— — — — — — �-- orn0. 261.it i - T rl ��j I:I. I.s Iwi w' i s s s $ s w' w I MATER `i�jl`i I6i 1�1 Ind Ind I`-i I`-: Imo! DEI o HIGH g;d Es s"5s �z w. I SCHOOL „• „• ; I d l I i l d l a I d l d 10I j I �_(_� L% (_�_) 30i APPROX. if1• i %OCCIDENTAL STREET j I 4 -I I I 1-9 T— )— 70 70' s� la I: z la I: lap IC Ia �S BA I. � le� Iti d (§i Is i It d Ig i I� s I�6 IW � : :_ram �� Ls Lam——�—;�L� � ►y I f I -- '-1--1--L- J -J SAINT ANDREW PLACE ABANDONMENT AREAS, PORTION OF BAKER STREET. BERKELEY STREET AND OCCIDENTAL STREET EXHIBIT 1 SANT�A ANA ABANDONMENT NO. 18-02: INTENT TO P� W A; VACATE PORTIONS OF BAKER, BERKELEY, AND OCCIDENTAL STREETS 12A-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE ABANDONMENT NO. 18-01: INTENT TO VACATE PORTION OF PUBLIC ALLEY AND BUSH STREET {STRATEGIC PLAN NO. 3,2) Cltk MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1n Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt a resolution declaring the City's intent to vacate a portion of public alley and Bush Street. 2. Set a public hearing for June 5, 2018. DISCUSSION On February 20, 2018, the City Council approved the entitlements of development for the Hampton Inn Hotel project located at 2129 North Main Street. The project involves the construction of a six -story hotel building and a new parking lot, and the use of two historic structures for hotel amenities. The project area of 1.9 acres consists of an existing city -owned parking lot, a portion of Bush Street, a portion of a public alley, and privately owned properties to be acquired by the developer, Net Development Company. To allow the developer to utilize portions of a public alley and Bush Street, these public easements must be abandoned. These two easement areas proposed for vacation are not needed for present or future purposes, nor for circulation. During the review process, it was discovered that the subject portion of Bush Street was owned by the State of California. On February 20, 2018 a resolution adopted by the California Transportation Commission was recorded, which officially relinquished the rights of the properties to the City. The subject portion of Bush Street is identified through a title report to be vested in the City. The public alley is also identified to be vested in the City. The street and alley portion requested by the developer to be abandoned is shown in Exhibit 1. A 3-point turnaround area, known as a "hammerhead", will be constructed within the project property where it connects to the remaining public alley segment. At Bush Street, the construction of a new cul-de-sac will allow vehicles to turn around. The alley easement and Bush 12B-1 Abandonment No. 18-01: Intent to Vacate Portions of Bush Street and Public Alley May 1, 2018 Page 2 Street area to be abandoned are approximately 5,273 square feet and 9,63 square feet respectively. Utility companies, other government agencies and City departments were advised of the street vacation. There are existing overhead and underground utilities within the proposed vacated area. Therefore, a public utility easement will be reserved in the proposed resolution. The next step of the required legal process is adoption of a Resolution of Intent which describes the project and sets a public hearing date of June 5, 2018 (Exhibit 2), at which time the order to vacate may be approved by the City Council. STRATEGIC PLAN ALIGNMENT 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). ENVIRONMENTAL IMPACT The abandonment is addressed in the Mitigated Negative Declaration for the Hampton Inn Hotel project, ER No. 2017-96, which was certified by City Council on February 20, 2018. No further CEQA analysis is required. I FISCAL IMPACT There is no fiscal impact associated with this action. Edwin "William" G E. Acting Executive irector Public Works Agency Exhibits: 1. Abandonment Area 2. Resolution of Intent 12 B-2 I.- LLI w V1 z -� FREEWAY RA I I I I LOT W \ I h..W. O03-113 \ I I l0f h..4 \ Ih..4 003-113-001 L Lm W J, h..W. 003-117g1 9 01, I I- w w F- N 2 N m I II I i - - - - - - - - - - - ------------ 20TH STREET ® ABANDONMENT AND PORTION (ALLEY WIDTH -t -------------- AREAS, PORTION OF ALLEY OF BUSH STREET VARY 15'-20') EXHIBIT 1 SANTA ANA TIUG2 ABANDONMENT NO. 18-01: INTENT TO Pi VACATE PORTION OF PUBLIC ALLEY RIWC WIO510)L1 AND BUSH _STREET 12 B-4 jmf 4/26/18 RESOLUTION NO. 2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO VACATE A PORTION OF AN ALLEY LOCATED BETWEEN MAIN STREET AND THE SANTA ANA FREEWAY (1-5) AND A PORTION OF BUSH STREET, SETTING A PUBLIC HEARING THEREON, AND DIRECTING NOTICE THEREOF TO BE POSTED AND PUBLISHED (ABANDONMENT NO. 18-01) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In accordance with Chapter 3 of Part 3 of Division 9 of the Streets and Highways Code of the State of California, the City Council of the City of Santa Ana hereby declares its intention to vacate a portion of an alley located between Main Street and the Santa Ana Freeway (1-5) and a portion of Bush Street. The areas proposed for vacation are shown on the map attached as Exhibit 1. B. Notice is hereby given that on June 5, 2018, at 5:45 P.M. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, a public hearing will be held by the City Council at which time any and all persons_ interested in or objecting to the proposed vacation described above may appear and be heard. Section 2. The Clerk of the Council is hereby directed to cause this Resolution to be published twice, once in each of the two successive weeks prior to the above -referenced hearing, in a newspaper of general circulation in the City. Sectlon 3. The Executive Director of the Public Works Agency is hereby directed to post conspicuously, in the manner prescribed by law, notice of the adoption of this Resolution, containing the statement of the day, hour, and place of hearing set forth above, and describing the areas to be vacated at least two weeks before the day set for said hearing. Section 4. The City's intention to vacate contained herein shall be conditioned on, and effective only upon, the close of escrow for the purchase of property located at 2129 N. Main Street, Santa Ana, pursuant to the separate Sale Agreement and Escrow Instructions entered into by the City and Net Development Co., Inc. Resolutlon No. 2018-XXX Page 1 of 2 12B-5 jmf 4/26/18 Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: `I� /w. T alohn M. Funk Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers rM CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 - to be the original resolution adopted by the City Council of the City of Santa Ana on .2018. Date: Clerk of the Council City of Santa Ana Resolution No. 2018-XXX Page 2 of 2 12 B-6 �► frYY. Ylr 403413401 I II4r.m 0041341 \ ! I In S _ '\ I fAJ.4 007.113-011 �� \ %7l ' lr1 4 92 0p1.11)-013 q W ar.i 001•Iu-061 S� Iarr w413.031 arm 001.113411 I I \ AN wr a \ 60, 1 \ �l- q Iwl \ I I I.I i I 1wr---- i I lil -----J co L-----\ c I lil I I -----lid ----J ------------ 20TH STREET ® ABANDONMENT AREAS. PORTION OF ALLEY AND PORTION OF BUSH STREET (ALLEY WIDTH VARY 15'-20') EXHIBIT 1 PiSANTA ANA nua ABANDONMENT NO. 18-01: INTENT TO VACATE PORTION OF PUBLIC ALLEY �mm� AND BUSH STREET i �z 12 B-7 12 B-8 0 CITY OF SANTA ANA Youth, Education & Community Services City Council Committee Monday, January 22, 2018 — 5:30 p.m. AGENDA CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Villegas (Chairperson) , Benavides & Tinajero Staff: Raul Godinez II, City Manager; Gerardo Mouet, Exec. Director PRCSA. Recording Secretary: Ron Ono, Admin Services Manager PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS Approval of Community Services Minutes of the October 23, 2017 meeting 2. Santa Ana Zoo Master Plan Update (Strategic Plan no. 6.1g) 3. Update on Fiesta Patrias 2018 RFP and Next Steps (Strategic Plan no. 5.5c) 4. Update on Santa Anita Synthetic Field Park Project (Strategic Plan no. 6.2a) 5. Update on Youth Services Supervisor (Strategic Plan no. 2.1 a) 6. Discuss Concept for a Civic Center Regional Park (Strategic Plan no. 6.1g) 7. Discuss agenda for SAUSD/City Council Joint Policy meeting (Strategic Plan no.2.1 c) [NIf 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, i Michele Martinez, i Vicente Sarmiento, Jose Solodo, 1 P. David Ben rvides, i Juan Villegas, i Sal Tinajero, Mayor i Mayor Pro Tern, i Ward Ward i Ward i Ward i Ward nm,nmertuaan,a.nna am i Ward srmMnoss.ma.a.a on I r.nnmre.m:ama.anxnm i , i i r City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647.690D 9 Agent3rq 211es: 714-647.6520 • Website: www.santa-ana.ore COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS ADJOURNMENT — The next regular meeting of the Youth, Education & Community Services City Council Committee meeting schedule for Monday April 23, 2018 at 5:30pm City Hall Ross Annex Room 1600. 17-71 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 l], 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, i Michele Martinez, I Vicente Sarmiento, i Jose Soiorio, I. P. David Benavides, i Juan Villages. Sal Tinajaro, Mayor Mayor Pro Tem.j Ward Ward ! Ward i WaMS ! Ward6 umeemv ! Ward 2 ! ! .� ! ,� rr,iM.,r'n j emnemsn,.�n i mrranmarEs� j { t i City Hell, 20 Civic Center Plaza . P.O. Box 1988 . Santa Ana, California 92702 Mayor & Council Telephone: 714-647-6900 . Agenda Item Inquiries: 714-647.6520 . Webslte: www,santaana.org 13A-2 MINUTES OF A SPECIAL MEETING OF THE YOUTH, EDUCATION & COMMUNITY SERVICES COUNCIL COMMITTEE January 22, 2018 CALL TO ORDER Meeting convened at 5:41 p.m. at Santa Ana City Hall Ross Annex Room 1600; 20 Civic Center Plaza, Santa Ana, California 92702. ATTENDANCE Council members Present Juan Villegas (Chairperson) David Benavides Sal Tinajero Staff Present: Raul Godinez II, City Manager Gerardo Mouet, Executive Director PRCSA Jorge Garcia, Assistant to the City Manager Jeannie Jurado, Community Services Manager Ron Ono, Administrative Services Manager Ethan Fisher, SA Zoo Manager Enrique Marban, Community Services Supervisor Corporal Juan Montiel, SAPID Corporal Hiram Uribe, Graphic Designer PUBLIC COMMENTS: No Public Comments AGENDA ITEMS APPROVAL OF COMMUNITY SERVICES COUNCIL COMMITTEE MINUTES o Community Services Council Committee Minutes of October 23, 2017 was reviewed and approved as presented. o Motion by: Councilmember Benavides Second by: Villegas • Motion approved unanimously. 2. SANTA ANA ZOO MASTER PLAN UPDATE o Gerardo Mouet introduced Ethan Fisher as the new Zoo Manager and identified his zoo experience and background. He also introduced Michelle Levison, Member of the Board of Directors for the Friends of the Santa Ana Zoo (FOSAZ). o Ethan Fisher presented the SA Zoo Master Plan with the various zones, Implementation Plan and Schedule. Explained the analysis of the existing site and the proposed master plan with the new entry way and parking Youth, Rec. & Comm. Svs. Committee Mtg Page 1 January 22, 2018 13A-3 area next to the event area. Explained the various zones in detail from ,- Riverine/Marshland, Forest/Central Hub, Grassland, and Farm/Adventure zone. Identified the Strategic Planning Phases, Implementation Plan, Schedule and the next steps. Councilman Sal Tinajero arrived at 5:52pm. o Councilman Benavides asked if the Camel Exhibit is a new exhibit in the farm. Mr. Fisher indicated we currently have a camel exhibit on the east side of the zoo that will be moved to the barn area. Councilman Benavides indicated the zoo is a great attraction for Santa Ana. He indicated we have a great parrot and Macaw exhibit and the parrots are part of Santa Ana's story. o Mr. Fisher indicated the demographics of Santa Ana is changing. We have an increase of grandparents and grandchildren's visiting the zoo. o Councilman Villegas indicated he liked the addition of an attraction at the entry way. o Gerardo Mouet indicated we will do the same presentation to the Board of Recreation and Parks and later to the City Council in order to approve the Zoo Master Plan. 3. UPDATE; ON FIESTA PATRIAS 2018 RFP AND NEXT STEPS o Jeannie Jurado explained no one submitted proposals to operate the events for 2016. City will continue to coordinate Fiestas Patrias Parade. An RFP was released for 2018 Fiesta Patrias Event and two proposals were received. Evaluation team will be reviewing the proposals and plan to submit recommendation to City Council in March. In the event a producer is not selected, PRCSA will continue to produce this. Jeannie Jurado went over the various site options for the event and staff is recommending Option "D" on Flower Street and use of the Stadium. o Councilman Villegas expressed concern for protecting the stadium synthetic turf. Mr. Mouet indicated the producer will be required to place down protective covering on the turf that is available at the Stadium. UPDATE ON SANTA ANITA SYNTHETIC FIELD PARK PROJECT o Jeannie Jurado presented the $1 million grant the city was awarded for synthetic turf on Santa Anita Park field. She introduced Enrique Marban Area 6 Community Services Supervisor that oversees this district. o Ron Ono presented the proposed project and schedule. Indicated this location was chosen, because it already has sports lighting and the area is completely fenced that will help manage the use of this field. The project will include installation of drainage, synthetic turf and drought tolerant planting around the perimeter of the field. o Gerardo Mouet indicated the possibility of installing a Police Sub -station at Santa Anita Center that will provide police presences on the west side of the city. Councilman Benavidez congratulated staff on obtaining funds from this competitive grant. Asked how will we balance the use of this field for ff j Youth, Rec. & Comm. Svs. Committee Mtg Page 2 January 22, 2018 13A-4 residential use, sports organizations, ball field usage, car shows and other activities? Gerardo Mouet indicated the operation will be similar to Willard Synthetic Field, whereby the community will have access during certain hours. o Councilman Tinajero asked if there is a policy on only youth use of the field and not adults. Would like the policy to be presented to City Council. Mr. Mouet indicated the staff work on this request. o Councilman Villegas congratulated staff and indicated the area needs a lot of attention due to the undesirable activity in this area. 5. UPDATE ON YOUTH SERVICES SUPERVISOR o Gerardo Mouet indicated the Youth Services Supervisor was approved by City Council in the FY16/17 budget. Received a lot of applications and the oral interviews were held last Wednesday. Funding for this full-time position is coming from our part time budget. Need funding in FY 18/19 since position funding is not in our base budget. Mr. Mouet briefly went over the agenda handout on the position responsibilities. o Councilman Benavidez requested the Youth Services Supervisor also work with faith base organizations and other organizations to bring the community together. 6. DISCUSS CONCEPT FOR A CIVIC CENTER REGIONAL PARK o Gerardo Mouet indicated various city staff discussed benefits of the Civic Center being a regional park. The next step would be to engage the Planning Department, Tenants in the Civic Center, Neighborhood organizations, Board of Recreation and Parks and the Civic Center Authority. o Councilman Benavides indicated he is in favor of making the Civic Center as a Regional Park. Needs to be identified in a Civic Center Master Plan and a great community gathering space. o Councilman Villegas indicated the County is moving forward with their plan on the east side of Ross Street. Need to look at a Zone Change for the Civic Center. o City Manager Godinez II indicated he talked to the County CEO and they are interested in a Joint Resolution to manage issues in the Civic Center. Councilman Villegas indicated he will be addressing this issue at the Civic Center Authority, which he currently serves as Chair. 7. DISCUSS AGENDA FOR SAUSD/CITY OF SANTA ANA COUNCIL JOINT POLICY MEETING o Gerardo Mouet presented the draft Joint Use Policy Agenda and indicated it will be posted on Wednesday. o Councilman Tinajero indicated he met with the Godinez Principal and concerned parents on various issues. The SAUSD and the College are working together, and the City needs to be part of the collaboration. The Joint Use agreements need to be revised. District indicates they need to pay for the use of their own Youth, Rec. & Comm. Svs. Committee Mtg Page 3 January 22, 2018 13A-5 fields and why are they treated differently from other schools on the use of the stadium who can sell food and not SAUSD. ! o Gerardo Mouet indicated the issue was brought up at the last Joint Use meeting. He met with Dr. Heatley and clarified a lot of issues and misunderstandings on the Joint Use Agreements. Item will be added to the Joint Use Agenda. o Councilman Benavides indicated we need to look at the City being a partner with the SAUSD on the Active Shooter Training, Youth Justice Program, working with the Youth Services Supervisor, Water Tower Issue, etc. The City provided land to the district on several sites. The district needs to understand in order to continue with cooperative relationship. The current Joint Use agreements clearly define after hours it is a park and during school hours it is a school. D Juan Villages indicated all schools should be treated the same and don't think schools should pay for the use of their own facilities. COMMITTEE MEMBER COMMENTS o None FUTURE AGENDA ITEMS o None MEETING ADJOURNED: 7:22 P.M. Next regular meeting of the Youth, Education and Community Services City Council Committee is scheduled for Monday April 23, 2018; 5:30pm City Hall Ross Annex Room 1600. Ron Ono Recording Secretary J. Youth, Rec. & Comm. Svs. Committee Mtg Page 4 January 22, 2018 13A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: RECEIVE AND FILE CERTIFICATION AND APPROVAL OF FINAL TRACT MAP NO. 18055 BY CITY ENGINEER, AND APPROVE A PUBLIC RIGHT-OF-WAY MAINTENANCE AGREEMENT WITH SHEA HOMES (2001 WEST MACARTHUR BOULEVARD) {STRATEGIC PLAN NO. 3,2) CnAANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 101 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Receive and file certification and approval of Final Tract Map No. 18055 by the City Engineer. Authorize the City Manager and Clerk of the Council to execute a public right-of-way maintenance agreement with the Developer, Shea Homes Limited Partnership, a California limited partnership, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION This report informs the City Council of the imminent approval of this subdivision based upon the Subdivision Map Act and meeting of all the conditions of approval set by the City. The City Engineer has received Final Tract Map No. 18055 (City Tract Map No. 2017-01) for 2001 West MacArthur Boulevard (Exhibit 1) from Shea Homes Limited Partnership, a California Limited Partnership, and is in the process of reviewing the map for technical accuracy and final approval. This map approves subdividing a property into forty-two residential lots and five common area lots for the development of a residential community. The lots are located in the Specific Development No. 4 (SD-4) zoning district. The Tentative Map No. 18055 was approved by the City Council on October 3, 2017. 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 City Council meeting of May 1, 2018. As part of the subdivision project, the Developer will construct and maintain certain improvements at the project frontage of Jaguar Way and MacArthur Boulevard. Some of the improvements are decorative paving located within Jaguar Way at the project's private street entrance, meandering sidewalk, parkway, and parkway landscape, including trees, along MacArthur Boulevard project 17A-1 Certify Final Tract Map No. 18055 Approve Public Right -of -Way Maintenance Agreement May 1, 2018 Page 2 frontage. A public right-of-way maintenance agreement identifies the maintenance obligations by the developer, and succession of obligations by the homeowners association (Exhibit 2). The public right-of-way maintenance agreement with the developer will relieve the City from being responsible for such maintenance. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action Edwin "W1liamrGalvef, P.E. Acting Executive Director Public Works Agency Exhibits: 1. Map 2. Public Right -of -Way Maintenance Agreement 17A-2 N F z 555.71' 3 1 4 5 6 1 7 1 8 9 10 11 12 13 1% ARTISAN WAY (PRIVATE STREET - D) FEE 21 20 19 18 17 16 15 14 22 23 24 25 26 27 28 29 S ARTISAN WAY (PRIVATE STREET - D) L41q66' 39 33743635 34 33 32 31 30 CURB AND GUTTER CURB AND GUTTER 112' �MACARTHUR BOULEVARD I FL CURB AND GUTTER w a EXHIBIT 1 SANTA ANA TRW TRACT MAP NO. 18055 AND PMAINTENANCE AGREEMENT � 1 2001 W MACARTHUR BOULEVARD 17A-4 RECORDING REQUESTED BY: Shea Homes Limited Partnership 2 Ada, Suite 200 Irvine, CA 92618 Attn: Ms. Gina Gordon MAINTENANCE AGREEMENT FOR ARTISAN PUBLIC RIGHT-OF-WAY THIS MAINTENANCE AGREEMENT FOR ARTISAN PUBLIC RIGHT-OF-WAY ("Agreentent'� is made and entered into as of 201_1 by and between SII LA, -I Q,ly1ES_LIMITED PARTNERSHII',;.a California limited partnership ("Developer"), and CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (the "City"). Developer and the City may collectively be referred to herein as the "Party" or the "Parties." RECITALS: A. Developer is the owner of certain real property located in the City of Santa Ana, County of Orange, State of California, more particularly described as Lots 1 through 42 inclusive and Lots A through E inclusive of Tract Map Number 18055, as shown on a subdivision map filed in Book , Pages _ through _, of Miscellaneous Maps, Records of Orange County, California incorporated herein by reference (the "Developer Property"). Developer intends to develop the Developer Property as part of a residential community to be commonly known as "Artisan." B. City and Developer wish to establish maintenance obligations and to establish certain rights incidental to the public right-of-way ("ROW' near portions of the Developer Property as shown on Exhibit "A," attached hereto and incorporated herein. C. Developer intends to form a non-profit mutual benefit corporation homeowner's association to own the Developer Property and to perform Developer's obligations pursuant to this Agreement. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows: Maintenance Obligations of ROW. SMRH:485365450.4 -I- EXHIBIT 2 17A-5 A. Developer Responsibility. "Maintenance Area" means the private street entrance decorative pavement, parkway and sidewalk within the ROW which are generally depicted on Exhibit "A," attached hereto and incorporated herein. The "Maintenance Area Improvements" means decorative pavement, parkway, parkway landscape, sidewalk, street trees, street tree wells, irrigation improvements and storm drain improvements within the Maintenance Area. Developer shall perform the following with respect to the Maintenance Area and Maintenance Area Improvements: (i) Keep the Maintenance Area reasonably free of plant and landscape debris. (ii) Repair damage to the Maintenance Area due to the elements of ordinary LIMAwA (iii) Maintain and replace the street trees and parkway landscape within the Maintenance Area. Maintenance shall include, without limitation, watering, fertilization, mowing, edging, trimming of grass, tree and shrub pruning as needed and as requested by the City, and shaping of trees and shrubs to maintain a healthy, natural appearance, safe street conditions and visibility, replacement, as needed, of all dead plant materials, control of weeds and double staking for support of trees. Maintenance Area at all times shall be landscaped and have street trees. Street trees must be approved by the City. (iv) Weed abatement. All fertilizers, pesticides, and other materials shall be applied in accordance with all applicable laws, ordinances and regulations pertaining to the use and application of such substances. (v) Maintain the decorative pavement in a safe and walkable condition. B. City Responsibility. The City shall maintain the curb and gutter, curb ramp and street lights in a good condition of maintenance and repair and shall perform all necessary graffiti removal within the ROW. 2. Termination of Developer Maintenance Obligation. Developer shall have the ongoing maintenance obligation of the Maintenance Area and Maintenance Area Improvements until such time as the City, in its sole and absolute discretion, elects to maintain such area at which time the applicable area shall no longer constitute a part of the Maintenance Area. In such event, the City shall provide a notice of termination of the Maintenance Areas in writing to Developer. 3. Use of ROW. The ROW shall be accessible by the general public. Except for work to be performed pursuant to this Agreement, Developer shall not perform any improvement work or similar activity within the ROW unless it has first been approved by the City. 4. Right of City to Remedy Failure of Maintenance Obligation. If Developer fails to comply with the provisions of this Agreement, including any failure to maintain the Mamtenance aserA�and/or the aintenance Area Improvemen s, as se forth above, then the City may deliver written notice to Developer identifying the specific defects regarding the maintenance of the Maintenance Areas or Maintenance Area Improvements ("Defects Notice'. The Defects Notice shall specify the date by which Developer must remedy the specific defects identified in SNM:485365450.4 -2- 17A-6 the Defects Notice in order to avoid action by the City, which date, except in the case of an emergency situation, shall be no Iess than fifteen (15) days after Developer's actual receipt of the Defects Notice. If the City determines a hazardous situation exists which must be remedied immediately ("emergency sitaation'�, then the City will provide written notice to Developer specifying the emergency situation must be remedied within twenty-four (24) hours or such other time as may be mutually agreed upon by the Parties. If after notice from the City Developer fails to correct the specific defects identified in the Defects Notice within the time period specified in the Defects Notice, the City shall have the right to remedy the specific defects identified in the Defects Notice.. City or its assignees shall have the right of access, ingress and egress upon and across the Maintenance Areas as may be necessary to complete such remedial work. The City may retain, as its election, its own contractors, or the Developer's contractors, or other thud party maintenance company to complete the remedial work. Any costs incurred by the City for the remedial work needed to remedy the specific defects identified in the Defects Notice shall, unless patently unreasonable, be bome solely by the Developer. The City shall provide a written itemized invoice and back-up documentation for such costs (e.g., documentation evidencing the number of worker hours spent performing the remedial work, receipts for the purchase of any materials or lease of any equipment needed to perform the remedial work, mechanics' lien releases, etc.) to Developer within thirty (30) days' after the completion of the remedial work. Developer shall remit payment to the City within thirty (30) days from Developer's receipt of the invoice and back-up documentation. The Parties agree that any remedial work undertaken by the City under this section shall not terminate the maintenance obligations of Developer under this Agreement. 5. Indemnification. Developer hereby covenants and agrees to indemnify, defend (with legal counsel selected by Developer and reasonably acceptable to City), and hold City, its officers, agents, and employees harmless from and against any and all claims, damages (including damage to property and injury to persons), demands, losses, obligations, judgments, liabilities, costs and expenses (including, without limitation, attorneys' and other fees) arising from or in any way connected to any injury to persons or damage to property caused by the negligence or willful misconduct of Developer or its agents during any installation or maintenance activities by Developer or its contractors or agents in the Maintenance Area. 6. Assignment. Developer shall have the right, upon written notice to the City, to assign all of Developer's rights and obligations set forth in this Agreement to a homeowners association ("Association's formed to manage the residential project to be constructed on the Developer Property. Developer hereby covenants and warrants for itself, and for its successors and assigns, that any deed or other instrument conveying fee title to any portion of the Developer Property to the Association shall expressly state and require that the Association assume all of the Developer's obligations under this Agreement. Upon recording the Declaration of Covenants, Conditions and Restrictions for Developer Property, and after assigning Developer's rights and obligations under this Agreement to the Association, the Association shall have all rights and -obligations o€Developerset-forth-in-this-Agreement; and-Developer-shall-thereai%r-have-no—fadher rights, liabilities or obligations under this Agreement and shall be automatically released from all liability under this Agreement. The written notice of the assignment to the Association of the Developer's rights and obligations under this Agreement shall contain appropriate contact information for the Association, including, without limitation, the Association's property sMILHt485365450.a -3- 17A-7 manager's name, telephone number, address, the effective date of the assignment of the Developer's rights and obligations to the Association, and a recorded copy of this deed or instrument assigning the Developer's rights and obligations to the Association. 7. Successors and Assigns. This Agreement shall run with the land and shall be binding upon and shall insure to the benefit of the heirs, executors, administrators, successors and assigns of the Developer and the City. The covenants, conditions and restrictions set forth in this Agreement shall constitute equitable servitudes which shall run with the land. 8. Affected and Benefited Land. covenants contained in this Agreement is the ("Benefited Land') benefited by the covenant Property and the ROW. The land (`Affected Land' affected by the Developer Property and the ROW. The land contained in this Agreement is the Developer 9. Notices. Unless otherwise provided in this Agreement, all notices, demands, or other communications given pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been given and received upon personal delivery or as of the second business day after mailing in the United States by registered or certified mail, return receipt requested, postage prepaid, addressed as follows or to such other address or to such other person (e.g., Association or the Association's property manager) as either party may designate in a written notice to the other party: If to Developer: Shea Homes Limited Partnership 2 Ada, Suite 200 Irvine, CA 92618 Attn: Ms. Gina Gordon If to Ci : City of Santa Ana Executive Director of Public Works Agency 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 10. Lender Protection. Nothing in this Agreement shall be construed as giving any party priority over the rights of beneficiaries of first deeds of trust encumbering any portion of the Developer Property. No breach of this Agreement shall invalidate the lien of any first deed oftrust encumbering the Developer Property. 11. Headings. The titles or headings of the sections of this Agreement are not a part Agreement. SNMH:485365450.4 -4- 17A-8 12. Execution in Counterpart. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. SMRH:485365450.4 -5- 17A-9 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above. ATTEST: Title: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: qir _ U. fi,�,,. k John V.Funk Assistant City Attorney ITO RUo Qael rA Edwin "William" Galvez Acting Executive Director Public Works Agency SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership "Developer" CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California by:_ Name: "City op SMRHASS365450A -6- 17A-10 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 • 0 �t On )�a��jzo`L`\Fi before mea Notary Public, personally appeared l < r , who prov d to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. BONNIE MACEWAN•CAMPBELL Commission N 2065922 Notary Public • California Orange County Comm, Ex Ires Ma 24, 201 B r Notary Public —� (SEAL) SMRHAS765150A '!' 17A-11 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 • • rL0 before a Notary Public, personally appeared '���� C �� who prove to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. NotPublic .� ary SMRH;485365450A -8- BONNIE MACEWAN•CAMPBELL Commisslon # 2065922 Notary PUDIIc • Calllornla OrangeQComm. =May 24 2018+ (SEAL) 17A-12 EXHIBIT "A" MAINTENANCE AREA [See Attached] SMRII:485365450.4 EXHIBIT "A" 17A-13 m SMRH.'485365450A 1018 5:07 PY) F JAGUAR WAY N2 EXHIBIT "A" 17A-14 N REQUEST FOR COUNCIL ACTION MAY 1, 2018 TITLE: RECEIVE AND FILE THE QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES JANUARY 2018 — MARCH 2O18 (STRATEGIC PLAN NO. 5,3) CITY M AGERM AGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1� Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of January 2018 — March 2018. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION ACTION . At a Special Meeting on April 11, 2018, by a vote of 6:0 (Frazier and Ramos absent), the Community Redevelopment and Housing Commission approved the recommended action. DISCUSSION This report for the quarter ending on March 31, 2018 provides statistics for all of the affordable housing projects and activities for the Housing Division. The report is divided into three sections: Loan Activity, Loan Portfolio Management and Monitoring, Affordable Housing Funds and Commitments, and Development Projects. Loan Activity Applications The Housing Division offers several different programs including down payment assistance for first-time homebuyers and rehabilitation loans for mobile homes, single-family, multi -family, and historic homes. Inquiries are received from the public and applications are mailed out, received and approved for these programs on a continual basis. Table 1 shows the number of inquiries, applications sent out, received and approved by type for the quarter and for the total fiscal year. 19C-1 Quarterly Report for Housing Division May 1, 2018 Page 2 Table 1: Applications Sent Out, Received & Approved Program Inquiries Applications Sent Out Applications Received Applications A proved Q3 Total FY Q3 Total FY Q3 Total FY Q3 Total FY Single -Family Rehabilitation 75 136 75 125 4 10 2 3 Mobile Home Rehabilitation 10 60 5 47 1 5 2 3 Multi -Family Rehabilitation 0 0 0 0 0 0 0 0 Historic Home Restoration 1 4 0 3 0 0 0 0 Homeownership 60 175 45 139 1 1 3 0 0 Rehabilitation Loan Underwriting and Approval Progress For the rehabilitation loans, staff reviews applicant eligibility, verifies income and assets, and oversees underwriting to ensure compliance with program guidelines and requirements established by the funding source. In addition, staff conducts an inspection of the property, prepares a work write-up to determine rehabilitation work to be performed, and develops a budget for the work. Due to the complex funding requirements, applications may be in underwriting for several months. The length of time in underwriting is largely determined by the applicant's timely submittal of the necessary paperwork. Once approved, staff prepares all necessary loan documents, makes arrangements for loan execution, and reserves the required loan funds. During this quarter, two (2) mobile home loans were approved, two (2) Single Family Rehabilitation loans were approved and five (5) inclusionary housing purchases at City Ventures were approved. Rehabilitation Proaram Construction Progress During this phase, homeowners receiving rehabilitation loans are guided through an open selection of contractors to complete the work on their homes. Each homeowner is given a list of contractors that have been screened by staff for license and insurance requirements. However, homeowners are allowed to select any contractor that meets these same requirements. Staff assists the homeowners with the evaluation of bids and selection of a contractor. Staff also monitors the construction work, approves payments to contractors, and tracks expenditures to ensure compliance with the loan agreement and program guidelines. At the end of this quarter, there were three (3) homeowner rehabilitation projects out to bid and two (2) under construction. Down Payment Assistance Loan Program Progress For the Down Payment Assistance Loan Program, staff evaluates applicant eligibility and oversees underwriting to ensure compliance with program guidelines and requirements established by the U.S. Department of Housing and Urban Development (HUD). Applicants must meet established income requirements, complete an eight -hour pre -purchase counseling program from a HUD -approved agency, be pre -qualified for a first mortgage and have a minimum of three percent of the purchase price from their own savings. Other HUD requirements apply, including a current maximum sales price of $513,000 for a single family home or condo. During this quarter the City Council approved an update to the Down Payment Assistance Loan Program increasing the loan amount to $80,000 for low income households and approving the use of the 19C-2 Quarterly Report for Housing Division May 1, 2018 Page 2 Inclusionary Housing Fund to offer down payment assistance of up to $40,000 to moderate income households. The updated program requires the buyer must be a current resident of Santa Ana or work in Santa Ana at least 32 hour per week (except U.S Military Veterans). Additionally, the property needs to be in good condition and pass an inspection. During this quarter, staff conducted one (1) down payment assistance workshop in which a total of 25 people attended and made a Down Payment Assistance Loan Program presentation at Precise Investment Enterprises in Santa Ana, to a group of 40 local realtors and loan officers. Loan Portfolio Management & Monitoring The Housing Division is responsible for managing the residential loan portfolio which includes all of the loans entered into by the City and Housing Authority acting as the Housing Successor Agency. As of the end of this quarter, the principal balance was $120,980,386. This is comprised of 410 loans of which 386 are deferred or residual receipt payment loans. As shown in Table 2, the loan portfolio generated $38,494 in payments of principal and interest during this quarter. Table 2: Portfolio Revenue Funding Sources HOME CDBG Redevelopment NSP CaIHOME Loan Payoffs $0 $0 $0 $0 $0 Residual Receipts $0 $0 $0 $0 $0 Payments Amortized Loan $4,580 $12,760 $20,771 $0 $383 Payments Total For Q2 $4,580 $12,760 $20,771 $0 $383 Monitoring As part of the requirements for these funds, staff must monitor the owner -occupancy of single family homes that have received loans, and the building code compliance of units in rental projects with long-term affordability covenants. During this quarter, 45 owner -occupancy recertification letters were mailed and 32 were returned and processed. Staff also audited files for five (5) loans and conducted building code compliance inspections for 97 units in nine (9) projects. Regulations require that only a sample of units be selected for inspection. Staff also inspects the grounds and common areas such as laundry rooms to ensure they also meet municipal code requirements. The grounds, common areas and all of the inspected units were found to be in compliance at the time of initial inspection. 19C-3 Quarterly Report for Housing Division May 1, 2018 Page 3 Available Funds and Land Assets for Affordable Housing Development Projects The City of Santa Ana and the Housing Authority acting as the Housing Successor Agency manages multiple sources of local, state and federal funds to promote and facilitate the development of affordable housing as well as land assets held by the Housing Successor Agency. As of March 31, 2018, a total of $5,872,596 is available for affordable housing development. Exhibit 1 provides a summary of the funds available as of the end of this quarter. Exhibit 2 provides a summary of available land assets. Housing Opportunity Ordinance All in -lieu fees, penalties and other monies collected pursuant to the Housing Opportunity Ordinance, including interest, are deposited into the Inclusionary Housing Fund. Since inception, the Inclusionary Housing Fund has generated over $10.5 million to be used for the development of housing affordable to low and moderate income households, with a reasonable amount spent on administrative or related expenses associated with the administration of the Housing Opportunity Ordinance. To date, the Inclusionary Housing Fund has invested $6,075,000 towards the development of 107 affordable rental housing units in the City. In regards to affordable ownership housing units, a total of 23 inclusionary affordable homes have been produced and/or are under construction as a result of our Housing Opportunity Ordinance. Projects Under Development Below are brief summaries for projects under development. Exhibit 3 provides a development timeline for the larger development projects including the Depot at Santiago, the Orchard, the Santa Ana Arts Collective, First Street Apartments, Santa Ana Veterans Village, Aqua Housing, and Tiny Tim Plaza. For Sale infill Housing (4010 - 4026 E. McFadden Street) • Developer: Habitat for Humanity of Orange County • Description: Acquisition and new construction project comprised of five (5) affordable single- family homes to be sold to qualified low- to moderate -income buyers. • City Funds: Land provided by the Redevelopment Agency • Status: Project is currently under construction and is expected to be completed in June 2018. Staff is working with the developer on the selection of qualified buyers. Depot at Santiago (923 N. Santiago Street) • Developer: C & C Development • Description: Acquisition, demolition and new construction project comprised of 69 affordable rental units, 1 manger's unit, a 3,000 SF community room, and 8,500 SF of retail space. • City Funds: HOME ($2,634,566), CDBG ($365,434), Eight (8) Project -Based Vouchers • Update: Project was completed in March 2018 and the tenants are expected to move in during April. 19C-4 Quarterly Report for Housing Division May 1, 2018 Page 4 The Orchard (2151 E. First Street) • Developer: Community Development Partners with Mercy House as the service provider • Description: Acquisition and rehabilitation of former motel yielding 71 units of affordable permanent supportive housing with wrap -around supportive services for chronically homeless individuals in the City of Santa Ana, and 1 manager's unit. • City Funds: HOME ($1,199,869), 71 Project -Based Vouchers ($7,895,194) • Update: Project was completed in January 2018. A grand opening and ribbon cutting ceremony was held on February 1, 2018. Santa Ana Arts Collective (1666 N. Main Street) • Developer: Meta Housing Corporation • Description: Acquisition, adaptive reuse and new construction project comprised of 57 affordable rental units designated for professional artists of all disciplines, and 1 manager's unit. • City Funds: Inclusionary Housing ($4,775,000), HOME ($2,219,760), CDBG ($500,000) • Update: Revised structural and engineering plans are under review. Epoxy injection is about 90% complete. First Street Apartments (1440 E. First Street) • Developer: AMCAL Multi -Housing, LLC. • Description: Demolition and new construction of an affordable multifamily apartment complex consisting of 68 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. • City Funds: Housing Successor Agency ($8,522,740), Eight (8) Project -Based Vouchers • Update: Loan documents recorded, escrow closed March 2018 and AMCAL is in the process of obtaining permits. Santa Ana Veterans Village (3312 W. First Street) • Developer: Jamboree Housing Corporation with Step Up on Second as the service provider • Description: New construction of an affordable multifamily apartment complex consisting of 75 units of permanent supportive housing with wrap -around supportive services for HUD-VASH eligible homeless veterans in the City of Santa Ana, and 1 manager's unit. • City Funds: 75 HUD-VASH Project -Based Vouchers ($11,489,000), HOME ($353,962) • Update: Jamboree Housing received an award of Special Needs Housing Program funds from the County of Orange for 20 of the 75 units ($2,912,000). With this additional financing, on February 28, 2018 Jamboree applied for 9% Low Income Housing Tax Credits. Aqua Housing (317 E. 176h Street) • Developer: Community Development Partners with Mercy House as the service provider • Description: Acquisition, demolition and new construction of a former motel yielding 56 units of affordable permanent supportive housing with wrap -around supportive services for chronically homeless individuals in the City of Santa Ana, and 1 manager's unit. • City Funds: 56 Project -Based Vouchers ($9,237,900) 19C-5 Quarterly Report for Housing Division May 1, 2018 Page 5 • Update: Community Development Partners (CDP) received an award of Special Needs Housing Program funds from the County of Orange for 9 of the 56 units ($1,310,400). On February 28, 2018, CDP applied for 9% Low Income Housing Tax Credits and is awaiting the award. Tiny Tim Plaza (2223 West 5ch Street) • Developer: Community Development Partners • Description: New construction of an affordable multifamily apartment complex consisting of 51 units of rental housing serving very -low and extremely -low income families, and 1 manager's unit. • City Funds: Inclusionary Housing ($1,300,000), Housing Successor Agency ($4,700,000) • Update: CDP is currently pursuing other sources of financing to fill an estimated financial gap of approximately $11.7 million. On January 16, 2018, CDP submitted an application for Affordable Housing and Sustainable Communities grant funds and for Infill Infrastructure Grant Program funds from the California Department of Housing and Community Development. If successful, CDP will apply for 4% over- the-counter Low Income Housing Tax Credits. NSP 1. 2 and 3 Programs The City will make the NSP Program funds available for eligible projects in an upcoming Request for Proposals. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Judson Brown Acting Executive Director Community Development Agency Exhibits: 1. Available Funds for Affordable Housing Development Projects 2. Available Land Assets for Affordable Housing Development 3. Project Timelines 19C-6 Exhibit 1 Available Funds for Affordable Housing Development Projects As of March 31, 2018 Housing Successor Agency (Housing Authority) $5,554,147 Cash on Hand ($85,227) First Street Apartments Loan' ($4,700,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($276,628) Habitat for Humanity Disposition and Development Agreement ($250,000) Administrative Costs Allowance 3 $242,292 Available Funds Inclusionary Housing Funds $5,594,978 Cash on Hand" ($468,483) Santa Ana Arts Collective Project Costs 5 ($1,300,000) Tiny Tim Plaza Conditional Pre -Commitment Loan 2 ($284,522) Administrative Costs Allowance (CDA/PBA) ($400,000) Down Payment Assistance Program 7 $3,141,974 Available Funds HOME Program $1,868,102 Funds to Drawdown ($353,963) Santa Ana Veterans Village Pre -Commitment Loan B $1,514,139 Available Funds to Drawdown CDBG Program (Acquisition/Rehabilitation Projects Only) $974,191 Funds to Drawdown $974,191 Available Funds to Drawdown $5,872,596 Total Available Funds ' Approved by Housing Authority on January 16. 2018. 90%of loan paid on March 13, 201 a; 10%remaining to be paid upon completion of construction. a Approved by City CountiVHousing Authonty on June 20. 2017. The Housing Successor Agency relies on available cash to fund the monitoring and compliance functions related to the former Redevelopment Agency's housing loans. ° PR Broadslone Heritage Holdings, Phase l paid tr4ieu fees in the amount of$2,712,304.10 in November 2017. ° Project costs only;84.8M in loans approved by City Council paid on July 26, 2017. ° Approved by City Council on February 7, 2017. 7 Approved by City Council on March 6, 2018. 19C-7 19C-8 EXHIBIT 2 AVAILABLE LAND ASSETS FOR AFFORDABLE HOUSING DEVELOPMENT (1) Remnant parcels at Spurgeon & E. 22"d Street (302 E. Twenty -Second Street) a. APN:003-122-25 b. Lot Size: 27,817 sf c. Current Zoning: R1 d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside e. Previous Use: Purchased from Cal Trans. It was a remnant parcel from the freeway widening project. The site was vacant and undeveloped at the time it was acquired. (2) 801, 809 & 809 % E. Santa Ana Blvd a. APN: 398-303-04 / 398-303-05 / 398-303-06 / 398-303-07 b. Lot Size: 15,OOOsf c. Current Zoning: SD84 d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside (801, 807, 809 & 809'/z). Includes 807 E. Santa Ana Blvd. e. Previous Use: i. 801 — Demolished single family dwelling in 2011. il. 807 — Acquired through a foreclosure action. Demolished single family dwelling and detached garage in 2000. iii. 809 & 809 1/2 — Acquisition through Fannie Mae in 1998. Demolished two single-family dwellings in 1999. (3) 826 N Lacy / 830 N Lacy a. APN: 398-041-22 / 398-041-18 b. Lot Size: 8,843sf / 7,405sf c. Current Zoning: SD19 d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside (both parcels) e. Previous Use: 830 was formerly 416 E. Vance Street. Demolished a six -unit apartment building and garage in 1995. (4) 1126 & 1146 E. Washington Ave. a. APN: 398-092-14 b. Lot Size: 62,347sf (1.43 Acres) c. Current Zoning: SD-84 d. Parcel was purchased using Low and Moderate Income Housing Asset Fund - 20% Set Aside e. Previous Use: i. Purchased from Cal Trans. Remnant parcel from freeway widening project. Cal Trans demolished five buildings on the site in the early 1990s. The site was vacant and undeveloped when it was acquired by the City. 19C-9 07 a A x a m r" 4 r'- SANTA �— CLARA O N C & a00a o s n n x p O �. Y m Ism ❑ G !o• o manN ® N p6 8 6 44 BUFFALO AVENUE +.ww C A OD �'a VI MM' Pu 6 O © 6 ain T. A 5 n.0 .7 c !am s C $ AVENUE $ A O M A y m N p N < lrn' Q N � O n C/) 0 � &UI ALO AVE. 0 M I , m o m o+l 'V i— f✓ V) W N ON �0�/\ K% ON M0 W M0 W o,. 0 �W yN W 040d N 2NW �.IC W ooQ'z� S paNm a owQ`q� "wo'u ap $NNa i N`N 2Nli N `z vQoeo J � -�— .9 133H1S I I I I i l l l I I I I I I I I I I hi j .I I w QI wl ul %�I 133N1S 073/-WO S .007 — ,ro h $ 133N1.S N31NIN 8 In M �H7 ro 19C-11 1 b b 2 2 v 0 I 9 133N1S � lik 5� a0 o s 9 ti ` U W J z O co 00 O U J `z W N 00 ��W N 2NW�C W R64CiW O �jNm �agN6o� W Np¢p2�V G�32NN� Ww 3 N�c,Nt �Qo�o .$ 6l V/113SN/Od S o s Q b f, a 0 I I l yyQI a 133H1S dVIYYOT a 8 133H1S .4OV71— -a —J7 a 133N1S I !/31N/W 8 10 19C-12 0 q U Q rn 0 0 T7 .10 M J9Z-oob T i 3lIN3AV ,—w ON7N9 ti Q 4 ti Z 3nNgAV3 y p06M/SV3 3 q y h ti m' w H to Q k 3 o " 133N15 J m ■ tt r A) Z 7� 0O O L I m -4 133H1S - 8 6l — 19C-13 19C-14 Current Affordable Housing Development Project Timelines Depot at Santiago - 923 N. Santiago St Feb-13 RFP Issued for HOME/CDBG Funds May-13 Awarded HOME/CDBG Funds Jun-14 Planning Entitlements Approved Oct-14 RFQ Issued for PBVs Apr-15 Submitted Application for AHSC (Cap &Trade Funds) May-15 Awarded PBVs Jun-15 Awarded AHSC (Cap & Trade) Funds Sep-15 9%Tax Credits Awarded Nov-15 Relocation Plan Approved May-16 Building Permits Pulled/Construction Initiated Mar-18 Construction Completion Apr-18 Tenants Anticipated Move -In The Orchard - 2153 E. first St Conditional Use Permit Approved Oct-15 Dec-15 RFP Issued for PBVs Feb-16 RFP Issued for HOME Funds Mar-16 Awarded PBVs Jun-16 Awarded HOME Funds Jul-16 4% Federal Tax Credit +Tax Exempt Bond Awarded Sep-16 Building Permits Pulled/Construction Initiated Jan-18 Construction Completion Jun-15 Santa Ana Arts Collective -1666 N. Main St RFP Issued Nov-15 Approved HOME/CDBG Funds Mar-16 Submitted Application for AHSC (Cap & Trade Funds) Sep-16 Awarded AHSC (Cap & Trade) Funds Nov-16 9%Tax Credits Awarded Dec-16 Relocation Plan Approved Jul-17 Final Loan Approved/ Close of Escrow Jul-17 Planning Entitlements Approved Jul-17 Building Permits Pulled/Construction Initiated Apr-19 Anticipated Construction Completion 19C-1 5 EXHIBIT 3 First Street Apartments -1440 E. first St Oct-15 Developer Submitted Request for Funds to CDA Apr-16 Planning Entitlements Approved Jun-17 Awarded Successor Agency Funds Jun-17 Relocation Plan Approved Sep-17 9% Tax Credits Awarded Jan-18 Final Housing Authority Loan Approved Mar-18 Close of Escrow Santa Ana Veterans Village - 3312 W. First St Dec-16 RFP Issued for PBVs Apr-17 Approved HUD VASH PBVs Jun-17 Awarded HOME CHDO Funds Jun-17 Planning Entitlements Approved Jan-18 Awarded County Special Needs Housing Funds Feb-18 Submittal of 9% Federal Tax Credit Application Jun-18 Anticipated Award of 9% Federal Tax Credits Aqua Housing - 317 E. 17th St Dec-16 RFP Issued for PBVs Apr-17 Approved PBVs Jun-17 Planning Entitlements Approved Jun-17 Approved Additional PBVs Jan-18 Awarded County Special Needs Housing Funds Jan-18 Submitted Application for HCD Infill Infrastructure Funds Feb-18 Submittal of 9% Federal Tax Credit Application May-18 Anticipated Award of HCD Infill Infrastructure Funds Jun-18 Anticipated Award of 9% Federal Tax Credits Tiny Tim Plaza - 2223 W. Sth St Dec-16 Developer Submitted Request for Funds to CDA Jun-17 Awarded City and Successor Agency Funds Jan-18 Planning Entitlements Approved Jan-18 Submitted Application for AHSC (Cap & Trade Funds) Jan-18 Submitted Application for HCD Infill Infrastructure Funds Mar-18 Developer is securing additional financing prior to submittal of Federal Tax Credit Application May-18 Anticipated Award of HCD Infill Infrastructure Funds Jun-18 Anticipated Award of AHSC (Cap & Trade Funds) 19C-16 EXHIBIT 3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: RECEIVE AND FILE PUBLIC WORKS AGENCY STATUS OF PROJECTS - MONTHLY CAPITAL IMPROVEMENT PROGRAM EXECUTIVE REPORT FOR APRIL 2018 (STRATEGIC PLAN NO. 5, 1) C# MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION 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 The April 2018 Capital Improvement Program (CIP) Executive Summary (Exhibit 1) provides Public Works Agency activity in alignment with the City's Strategic Plan. The report includes tasks, next steps, outcomes, and percentage completed for each project. The CIP Executive Summary Schedule is available on the City's website at: http://www.santa-ana.orq/pwa/documents/ExecutiveMonth[VCI PApri]2018.pdf The following remarks are provided to note significant matters related to CIP projects: Santa Ana and 5th Street Protected Bike Lanes (ATP) This project will provide a protected bike lane on Santa Ana Boulevard and 5th Street, connecting the Downtown/Civic Center to the Santa Ana Regional Transportation Center. A significant portion of the project shares the same alignment as the Orange County Transportation Authority (OCTA) OC Streetcar project. Substantial design coordination has occurred over the past year, and is still ongoing with OCTA's OC Streetcar design team to ensure an effective delivery of both projects. Fairview Street Widening from gth Street to 16th Street including Bridge Replacement This project is currently in the environmental phase and will continue until early 2019. The proposed project includes replacing the Fairview Street Bridge over the Santa Ana River and widening Fairview Street between gth Street and 16th Street from four -lanes to six -lanes. The existing four -lane bridge would be replaced with a new six -lane bridge (three lanes in each direction), including a complete bridge deck with barrier rails, sidewalks, bicycle lanes, a raised 19D-1 Monthly CIP Executive Report for April 2018 May 1, 2018 Page 2 median, and lighting. The project is funded with Federal Highway Bridge Programs (HBP) funds, OCTA Measure M2 funds, and minimal local matching funds. South Main Street Corridor Improvements Plans are underway to implement the "South Main Vision Plan". The Plan calls for greater walkability by implementing traffic calming mechanisms, enhanced crosswalks, pedestrian level street lighting, street trees, landscaping, parklets, site furnishings and metered parking. Survey, geotechnical studies, utility coordination, and traffic studies have been completed, and Design Development plans are currently being reviewed. Contract Documents are slated to be completed and released for Bid Advertisement by the Winter Quarter 2018/19. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #1 (establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. Edwin "William" G�lIP.E. 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K 1§D- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: HOMELESS SERVICES QUARTERLY REPORT FOR FEBRUARY 2018 THROUGH APRIL 2018 (STRATEGIC PLAN NOS. 1,6; 5,4; 5,6) CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Quarterly Report for Homeless Services for the period of February 2018 through April 2018. DISCUSSION On February 6, 2018, the City Council received the first Homeless Services Quarterly report detailing the City's many efforts to address homelessness. This report is for the quarter ending on April 30, 2018, and provides updates and statistics for many of the homeless services implemented throughout the City. The report is divided into four sections: 1. Law Enforcement 2. Affordable Housing and Case Management 3. Funds Committed to Address Homelessness 4. Other Services and Initiatives The report also highlights three major initiatives that will help to address homelessness. These initiatives include: 2018 DRAFT Homeless Plan, Santa Ana Point -in -Time Count and Survey, and Civic Center Plaza Operation. In addition, the report includes a timeline that highlights the successes and accomplishments in the area of homeless services by City staff and community partners. Lastly, the City's new Homeless Services Manager, Hafsa Kaka, joined the City in February 2018 to enhance the coordination of the City's efforts to address homeless services and has identified four guiding principles: 19E-1 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 2 • Goal of bringing best practices of homeless service delivery to the City of Santa Ana, such as Housing First and Harm Reduction. • Strengthened collaboration with County and Cities in coordination of homeless services and programs. • Increased assistance to individuals experiencing homelessness and addressing areas of housing, employment, mental health, and other basic needs. • Coordinated services with law enforcement, affordable housing, homeless outreach, housing navigation and case management. 1. Law Enforcement The Santa Ana Police Department (SAPD) has been instrumental in addressing homelessness. The SAPD tracks the number of calls for service that are received by the City on an on -going basis. In 2017, SAPD received a total of 8,554 calls for service related to transient disturbances, trespassing, drunk in public, battery and Santa Ana Municipal Code Violations. With the recent removal of individuals experiencing homelessness in the Civic Center Plaza, the SAPD has continued to dedicate two teams to provide the ongoing outreach. a. Two Homeless Evaluation Assessment Response Team (HEART) officers, two Orange County Health Care Agency outreach workers and the SAPD Civic Center Patrol Team, continue to address homeless related issues. Specific outreach has been conducted at Birch Park, Angeles Park, Sasser Park and the Old Orange County Courthouse. b. The Quality of Life Team (QOLT) was formed in January 2018 to address concerns and requests related to municipal code violations, property storage and improper use of public/private property. This multidisciplinary team is comprised of staff from the SAPD, Parks and Recreation, Public Works, Code Enforcement and Orange County Healthcare Outreach workers. 19E-2 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 3 The activities associated with the QOLT are displayed in the table below: Quality of Life Team (QOLT) 12 WEEK Average Statistics From TOTAL Average Per 1/23/18 Per Day through Week 4/13/18 _.. Description No. of Locations Reported 423 35 9 No. of Individuals Contacted 547 46 11 No. of Encampments (can be multiple per location 395 33 8 No. of Service Pick Ups (can be multiple per location - 286 24 6 Ru bb ish/Trash/Debris No. of Locations Posted 133 11 3 No. of Property Stored (@ City Yard/Facility - personal 40 3 1 property & items of value No. of Shopping Carts 135 27 7 Disposed of No. of Cubic Feet of Trash & 45,600 3,800 950 Debris Collected No. of Tons of Trash & Debris Disposed of 1,008,000 112,000 28,000 No. of Private Property Assistance with Courtesy 76 8 2 Clean-up and Removal of Transients 2. Affordable Housing, Outreach and Case Management As an entitlement city, the City of Santa Ana receives an Emergency Solutions Grant (ESG) to fund non-profit homeless service providers in the areas of street outreach, emergency shelter, homeless prevention and rapid rehousing. Following is an update on ESG ongoing efforts: ESG Qg Total Fiscal Year 2017/2018 Individuals Served 468 1,209 Funding $128 988* $183,220* Disbursed *Reflects HUD IDIS system as of 4/24/2018 *May not reflect all of Quarter 3 19E-3 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 4 Permanent Supportive Housing PSH Q3 Total Fiscal Year 2017/2018 Total Number of PSH Units Developed for Homeless Individuals or Families 71 71 Total Number of PSH Units in the Pipeline for Homeless Individuals 139 N/A or Families 3. Funds Committed to Address Homelessness Programs Amount of Funds. Emergency Solutions Grant for FYI 7-18 $429,526 Santa Ana Police Department HEART Team ESG Program Funds $45,000 Illumination Foundation CDBG Program Public Service Funds $75,000 WISEPlace (CDBG Program Public Service Funds) $36,000 Subtotal $585,526 Projects Amount of Funds The Orchard (71 Project -Based Vouchers) $7,895,194 The Orchard (HOME Program Funds) $1,199,869 The Depot at Santiago (8 Project -Based Vouchers) $710,460 Santa Ana Veterans Village (HOME Program Funds) $353,962 Santa Ana Veterans Village (75 Project -Based Vouchers $11,489,000 Aqua Housing (56 Project -Based Vouchers) $7,000,000 Subtotal $28,648,485 Total Funds Committed Fiscal Year 2017/2018 1 $29,234,011 1 19E-4 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 5 4. Other Services and Initiatives STRATEGY ACTION OUTCOMESITIME-FRAME Create an Interdepartmental Team on Completed — Homelessness to coordinate all City Team meets weekly agencies and activities. Improve the internal Consider opportunities to improve Completed- April 2018 coordination and conditions in the Civic Center. communication between City agencies providing services and enforcement Adopted an anti -abandonment ordinance and an anti -panhandling ordinance. In Progress Develop a webpage regarding how Completed- January 2018 Santa Ana is addressing homelessness. Utilize the Santa Ana City Draft a new section to the Santa Ana Charter and Municipal Municipal Code related to storage or Completed- December 2017 Code to make property and services in the Civic Center improvements area. Coordinate with courts, Participate in regional bodies and other cities and County of discussions to achieve the greatest Ongoing Orange impact on homelessness in the City. Enlist non-profit and faith -based organizations serving homeless individuals to agree on a strategy to help Ongoing move individuals off of the streets and Coordinate with Non -Profits into housing. and Faith Based Organizations Continue to fund non-profit Emergency Solutions Grant homeless service providers to provide street outreach, Ongoing shelter, homeless prevention and rapid - rehousing services. Initiate and participate in lobbying for On -going — Staff is Develop and implement legislation and resources; solicit State participating on the County's specific legislation related and Federal assistance to respond to the Advisory Committee for No to housing and needs for housing, enforcement and Place Like Home funds and homelessness social services for the growing homeless are following relevant o ulation. legislation 19E-5 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 6 Major Initiatives 2018 Draft Homeless Plan Under the leadership of the Deputy City Manager, staff collectively published the 2018 Homelessness Draft Plan on the City website at http://santa- ana.ora/homelessness/documents/HomelessDraftPlan3-17-18 pdf. The Draft Homeless Plan serves as a plan of action to address homelessness in the City and provides nearly 30 recommendations for the County of Orange and Cities to collectively improve its homeless services. The plan focuses on long-term solutions in six different categories: 1. Addressing Housing Needs 2. Outreach & Supportive Services 3. Strategic Planning & Policy Development 4. Active Coordination & Collaboration with Agencies, Neighboring Communities & Faith Based Organizations 5. Communication and Transparency 6. Capacity Building 2018 Homeless Point In -Time Count and Survey Following direction by the City Council, on the early morning of March 31, 2018, approximately 140 City staff, Police Officers and community volunteers deployed into the City to engage with unsheltered individuals for the Santa Ana Homeless Point -In -Time (PIT) Count and Survey. Conducted as part of the Homeless Draft Strategic Plan, the results of the survey established data on the number of individuals living without housing — both on the streets and in shelters. This information will help to ensure that homelessness resources are allocated appropriately in the City. With this information, the City is able to better understand the characteristics of individuals experiencing homelessness in Santa Ana and to determine the most effective methods to address homelessness in our community, in partnership with the County and surrounding cities. The March 31, 2018 Santa Ana PIT Count and Survey identified 587 sheltered individuals, and 824 unsheltered individuals (figures include Plaza of the Flags). A separate PIT Count was taken on March 18, 2018, in the Plaza of the Flags where a total of 206 individuals were identified as experiencing homelessness. When combining the total number of both sheltered and unsheltered with both PIT counts (Civic Center Plaza of the Flags and the City at large), the total 2018 PIT count equals to 1,617. This number represents an increase of 121% unsheltered individuals from the January 2017 PIT Count. The 2018 Santa Ana Homeless PIT Count and Survey shows that the vast majority of Santa Ana's individuals experiencing homelessness are unsheltered (1,030 of the 1,617 homeless individuals). The Homeless PIT Count and Survey also revealed the following: 19E-6 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 7 • 81.8% of the individuals expressed experiencing homeless for more than one year • 52% reported coming from outside Santa Ana • 50.7% reported some type of substance abuse • 36.9% reported having disabilities • 32.6% reported having mental health concerns • 28.5% reported having experienced domestic violence • 7.7% reported as a veteran Civic Center Plaza Operation In March 2018, US Federal District Judge O. Carter held a status hearing with County Officials, City Mayors, City Managers and other stakeholders to address homelessness relative to the Santa Ana Riverbed. In this hearing, the Judge resolved that the same effort be administered for the homeless residing in the City of Santa Ana, and more specifically for the extensive population in the Civic Center . The Judge has mandated the prioritization of County assistance, resources and placements for homeless individuals in the Civic Center. As such, on April 2, 2018, the County Health Care Agency provided referrals and shelter options and connections to services for the homeless individuals residing in the Santa Ana Civic Center in partnership with Santa Ana Police Department who provided safety and security. As of April 12, 2018, the Civic Center Plaza of the Flags has been cleared and fenced as part of the strategic plan to renovate the area. During this project, 234 individuals were assessed, with 99 individuals accepting the following services: emergency shelters, residential substance abuse treatment programs, recuperative care and mental health treatment programs. Santa Ana Police Department HEART & QOLT Teams are continuing to work with the County Health Care Agency teams to outreach to individuals experiencing homeless in the City of Santa Ana. Timeline that highlight recent Successes and Accomplishments On February 1, 2018, Community Development Partners hosted a Grand Opening & Ribbon Cutting Ceremony for the Orchard in Santa Ana, a 72-unit permanent supportive housing development serving chronically homeless individuals in Santa Ana. The Orchard is the largest single permanent supportive housing project in Orange County and demonstrates the City's commitment in reducing homelessness. On February 12, 2018, Hafsa Kaka joined the City of Santa Ana as the new Homeless Services Manager. Hafsa has extensive experience in homeless services from Los Angeles County. On February 21, 2018, the Orange County Continuum of Care (CoC) hosted the Inaugural CoC Board Meeting. Election of the CoC Board Officers resulted in the City of Santa Ana to be nominated and approved as Board Chair. Judson Brown, Housing Services Manager, 19E-7 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 8 representing the public housing agency, was successfully approved to chair the CoC Board for the next two years. Hafsa Kaka, Homeless Services Manager, holds a seat for the Procedural Review Committee and Deputy City Manager, Robert Cortez, will hold a seat in the Commission to End Homelessness. On February 22, 2018, Deputy City Manager Robert Cortez, Acting Deputy Chief, Kenneth Gominsky, and Homeless Services Manager, Hafsa Kaka, met with U.S Department of Housing and Urban Development (HUD) legal representative to discuss incidents involving persons associated with homeless encampment at the Civic Center Plaza and HUD employees at the Federal building. In order to increase safety for HUD employees at the Federal building, the City of Santa Ana has committed to train HUD staff on safety precautions. Additionally, the Homeless Services Manager followed up on legislative lobbying to pursue additional funding from HUD, to address homeless services in the Civic Center. This was followed by a meeting with Deputy City Manager, Housing Division Manager and Homeless Services Manager with HUD Field Policy Representatives encouraging City of Santa Ana to secure collaborative funding relations with the CoC. On February 28, 2018, leaders from Orange County's corporate, philanthropic, faith -based, government and non-profit gathered at UC Irvine, to kick off the "United to End Homelessness," a community -wide initiative led by Orange County United Way to ensure integrated and sustainable solutions are implemented for persons experiencing homelessness in Orange County. Santa Ana was represented by Mayor Pro Tern Martinez, Housing Division Manager, Judson Brown, Homeless Services Manager, Hafsa Kaka and Terri Eggers, Senior Community Development Analyst. The campaign is in close collaboration with efforts by Orange County's Association of Cities (ACCOC) to engage all 34 cities in a collaborative county -wide plan to develop 2,700 units of Permanent Supportive Housing (PSH) within the next two to three years. Santa Ana attended the Permanent Supportive Housing Technical Steering group led by ACCOC, to collaborate and discuss allocations of PSH sites with the housing and city officials. On March 1, 2018, the City of Santa Ana hosted Emilio Ramirez, representative of cities across the State on the Homeless Coordinating and Financing Council with the Housing Community Development (HCD), overseeing Housing First guidelines and regulations of resources. The tour was led by Housing Division Manager, Judson Brown, along with Homeless Services Manager, Hafsa Kaka, Senior Community Development Analyst, Terri Eggers and Corporal Juan Montiel with the Santa Ana Police Department Homeless Evaluation & Assessment Team (HEART). A tour of the Plaza of the Flags was provided to highlight the City's homeless population, the Courtyard Emergency Shelter and a tour of the Orchard PSH project. Most importantly, during the tour, staff highlighted concerns regarding HCD's decision to restrict funding from No Place Like Home (NPLH) to more than 49% of units into Permanent Supportive Housing, which will negatively impact local cities with extremely limited resources to develop more Permanent Supportive Housing. The message was well received and Santa Ana is working with Corporation of Supportive Housing to continue the advocacy against limiting PSH from NPLH. On March 30, 2018, the Honorable Judge David O. Carter held a status hearing with County Officials, Orange County Catholic Workers and City of Santa Ana in regards to the homeless 19E-8 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 9 crisis in the County of Orange. The City of Santa Ana was represented by Mayor Miguel Pulido, City Manager Raul Godinez II, Deputy City Manager Robert Cortez, Acting Deputy Chief Kenneth Gominsky with Santa Ana Police Department and members from Santa Ana's City Attorney's office along with Homeless Services Manager, Hafsa Kaka. Santa Ana called for Countywide action on addressing homelessness and call on all cities to participate in a regional coordinated effort to address homelessness. On April 3, 2018, US Federal District Judge David O. Carter gathered both County and City officials for a special hearing on homelessness. Judge Carter, specially extended invites to 34 City Mayors and City Managers to present and discuss their plans on addressing homelessness in their City. This followed after the County Board of Supervisors rescinded the 3 City Plan to dedicate land for emergency housing in the Cities of Irvine, Huntington Beach and Laguna Niguel, where the respective City Council officials opposed the plan due to community protests against the resolution. The City of Santa Ana was represented by Mayor Miguel Pulido and Mayor Pro Tern Michele Martinez who spoke on the bench on the importance of a regional collaborative approach in ending homelessness, the influx of homeless individuals coming to Santa Ana from other parts of the County, and the significance of other cities to address the problem. Mayor Pro Tern Michele Martinez also discussed the Santa Ana Point -In -Time count that was conducted the weekend prior, which portrayed the increased numbers of individuals experiencing homelessness in Santa Ana who traveled and were sent by other Cities to seek services in Santa Ana. The City was also represented by City Manager Raul Godinez II, Deputy City Manager Robert Cortez and Homeless Services Manager, Hafsa Kaka. On April 4, 2018, the Orange County City Managers Association (OCCMA) convened to discuss the special topic on homelessness, in light of the special hearing this past week that US Federal District Judge David O. Carter convened with City Managers and Mayors across the County on addressing homelessness through regional collaborative efforts. Santa Ana was represented by City Manager Raul Godinez II, Deputy City Manager Robert Cortez and for the homeless segment, Homeless Services Manager Hafsa Kaka. City Managers divided in their respective Service Planning Areas (North, Central and South) to strategize and coordinate efforts, resources, and capacity in addressing homelessness in the designated SPA. As the City with the most experience in the homeless issue, Santa Ana has taken a leadership role in coordinating services, through a data driven approach in resource allocation and supportive services. Santa Ana and Huntington Beach will be taking the lead to draft a strategic plan for regional efforts in the Central SPA cities. On April 5, 2018, the City requested the extension of the Orange County Santa Ana National Guard Armory Emergency Shelter as a response to the Homeless crisis that the County of Orange and the City of Santa Ana is experiencing. The following week, Governor Brown granted a 90-day extension for both Santa Ana and Fullerton Emergency Shelters at the National Guard Armories. On April 11, 2018, the City of Santa Ana's Housing Division Manager, Judson Brown, organized a 15-person tour of the City of Santa Ana' first Permanent Supportive Housing, "The Orchard," for the US Department the Housing Urban Development's (HUD) Region IX and X field officers and 19E-9 Homeless Services Quarterly Report for February - April 2018 May 1, 2018 Page 10 Public Housing Authorities. The HUD representatives flew to Southern California to tour this project among others in Southern California. The City of Santa Ana was also represented by Deputy City Manager Robert Cortez, Homeless Services Manager Hafsa Kaka, and Senior Housing Specialist Miriam Zepeda. The Housing Division Manager provided the presentation reviewing the acquisition and rehabilitation of an existing motel in the City of Santa Ana, that now provides 71 units of permanent supportive housing for chronically homeless individuals identified through the Coordinated Entry System. HUD representatives expressed their kudos to the City on the successful project and invited City of Santa Ana to teach other continuums on these best practices. Later the same day, the City Manager Raul Godinez II and City Councilmembers along with a representative from the Board of Supervisors and County staff, received a tour of the project. On April 12, 2018, Homeless Services Manager, Hafsa Kaka submitted an application for the Helen Putnam award on Housing Programs and Innovation. The application highlighted the City's coordinated efforts to address homelessness with internal and external partners, the City emerging as a leader in the County to address the issue, and the recent initiatives in the 2018 Homeless Draft Plan. Most importantly, the Orchard Permanent Housing Supportive Housing was highlighted to display the City's success and accomplishments in housing the homeless. Most recently, the City of Santa Ana is pleased to announce that the U.S. Department of Housing and Urban Development (HUD) and the U.S. Department of Veterans Affairs (VA) has awarded one -hundred (100) project -based vouchers for homeless veterans to the Housing Authority of the City of Santa Ana. This supportive housing assistance is provided through the HUD -Veterans Affairs Supportive Housing (HUD-VASH) Program which combines rental assistance from HUD with case management and clinical services provided by the VA. This award is valued at over $1,054,965 per year for Santa Ana to provide permanent supportive housing for homeless veterans. Santa Ana was one of only 50 housing authorities awarded these vouchers statewide and one of only 323 nationwide. STRATEGIC PLAN ALIGNMENT The activities covered by this report allow the City to meet Goal #1 — Community Safety, Objective #6 (Enhance Public Safety integration, communications and community outreach); Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability) and Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT There eiis�no fiscal %impact associated with this action. Judson Brown Robert C. Co Acting Executive Director Deputy City Manager Community Development Agency City Manager's Office 19E-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE APPROPRIATION ADJUSTMENT, AUTHORIZE COOPERATIVE COST REIMBURSEMENT AGREEMENT, AND AWARD CONTRACT TO EBS GENERAL ENGINEERING, INC., FOR CONSTRUCTION OF WESTMINSTER AVENUE IMPROVEMENTS FROM HARBOR BOULEVARD TO FAIRVIEW STREET (PROJECT NOS. 15-6825 & 18-6902) (STRATEGIC PLAN NOS. 6, 113; 1C; 1G) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1a' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a Cooperative Cost Reimbursement Agreement with the City of Garden Grove for improvements on Westminster Avenue within the Garden Grove jurisdiction from Clinton Street to Nancy Lane, subject to nonsubstantive changes approved by the City Manager and the City Attorney. Award a contract to EBS General Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $1,399,000, for the term beginning upon execution of the contract and ending upon project completion, for construction of the Westminster Avenue Improvement Project, and authorize the City Manager and the Clerk of the Council to execute the contract subject to nonsubstantive changes approved by the City Manager and the City Attorney. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,792,237, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $139,900. 4. Approve an appropriation adjustment recognizing $587,074 in cost reimbursements from the City of Garden Grove into the Select Street Construction revenue account, and appropriating the same amount to the Select Street Construction expenditure account for the Westminster Avenue Improvement Project. Approve an appropriation adjustment appropriating $159,565 from prior year fund balance in the Select Street Construction revenue account, and appropriating the same amount to the Select Street Construction expenditure account. 20A-1 Award Contract to EBS General Engineering, Inc. Westminster Avenue Improvements May 1, 2018 Page 2 6. Authorize the reallocation of $173,782 in unspent Fiscal Year 2013-14 Gas Tax Funds and $345,230 in unspent Fiscal Year 2015-16 Measure M2 Local Fairshare Funds from various completed projects to the Westminster Avenue from Harbor Boulevard to Clinton Street Project (Project No. 15-6825, $509,864) and the Westminster Avenue from Clinton Street to Fairview Street Project (Project No. 18-6902, $9,148). DISCUSSION The City's Pavement Management System has identified Westminster Avenue from Harbor Boulevard to Fairview Street as high -priority in need of rehabilitation (Exhibit 1). Based on the adopted Pavement Management Program, the pavement has deteriorated due to weather, age, wear -and -tear from trash collection operations, and heavy usage. The improvements include the removal and replacement of failed asphalt pavement and the replacement of damaged concrete curbs, gutters, sidewalks, and curb ramps. Once completed, these improvements will enhance the ride quality and visual appearance of the street, and comply with Americans with Disability Act standards. The City of Garden Grove shares the right-of-way within the project area; therefore, a Cooperative Cost Reimbursement Agreement is required for the City of Garden Grove to fund their portion of the improvements (Exhibit 2). The Cooperative Cost Reimbursement Agreement between the City of Santa Ana and the City of Garden Grove identifies the roles and responsibilities of each party and estimates each city's share of the project costs. The City of Garden Grove's cost reimbursement of $587,074 includes $43,487 for their share of the Design Engineering costs. The City of Garden Grove's total cost reimbursement will be funded by their California Highway Users Tax Account (Gas Tax) allocation. To complete this project, an additional $678,577 is needed over and above what was approved in the Fiscal Year 2014-15 and Fiscal Year 2017-18 Capital Improvement Programs (CIP). Council approval is requested to recognize $159,565 in unallocated, prior year fund balance, and reallocate $173,782 in Gas Tax Funds and $345,230 in Measure M2 Local Fairshare Funds that remain unspent after closing out various prior year projects. A Notice Inviting Bids was advertised on March 2 and 9, 2018, and bids were opened on March 28, 2018. The following is a summary of the bid invitations made and the bids received: Contractor Participation Data 20A-2 Award Contract to EBS General Engineering, Inc. Westminster Avenue Improvements May 1, 2018 Page 3 Santa Ana contractors receiving notices 24 Contractors requesting bidding documents 23 Bids received 5 Bids received from Santa Ana contractors 1 Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 EBS General Engineering, Inc. Corona $1,399,000 2 RJ Noble Company Orange $1,467,475 3 Hardy & Harper, Inc. Santa Ana $1,506,800 4 Excel Paving Company Long Beach j $1,539,060 5 All American Asphalt Corona Non -responsive A total of five bids were received and four bids were deemed responsive. EBS General Engineering, Inc., submitted the lowest responsive bid in the amount of $1,399,000 (Exhibit 3). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to EBS General Engineering, Inc., in the amount of $1,399,000 (Exhibit 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 B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe, and aesthetically pleasing for all users); Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard); and Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment Plan). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. 2018-36 was filed for this project. FISCAL IMPACT 20A-3 Award Contract to EBS General Engineering, Inc. Westminster Avenue Improvements May 1, 2018 Page 4 As indicated in the Cost Analysis (Exhibit 5), the estimated total construction delivery cost of this project is $1,792,237, which includes construction, contract administration, inspection, testing, contingencies, and design engineering. The appropriation adjustments will recognize funds as follows: $587,074 of cost reimbursement from the City of Garden Grove into the Select Street Construction revenue account (No. 05917002-57000) and appropriate the same amount into the Select Street Construction expenditure account (No. 05917660-66220); $159,565 of prior year balance in the Select Street Construction revenue account (No. 05917002-50001) and appropriate the same amount into the Select Street Construction expenditure account (No. 05917663-66220). Upon approval of the recommended reallocation of unspent Measure M2 Local Fairshare and Gas Tax Funds, $345,230 will be available in the Measure M2 Local Fairshare Fund (Account No. 03217662-66220) and $173,782 will be available in the Select Street Construction Fund (Account No. 05917663-66220). All funds will be available for expenditure in Fiscal Year 2017-18 as follows: Current Project Balances Pr. 15-6825 Pr. 18-6902 Reallocation Pr. 14-6798 Pr. 14-6811 Pr. 16-6859 Pr. 17-6882 Prior Year Fund of Garden Grove TOTALS: FUNDS/ACCOUNTS TOTALS Measure M2 Local Fairshare Select Street Construction Fund 03217662- 66220 05917660- 66220 OS917663- 66220 05917665- 66220 $153,793 $153,793 $219,000 $153,793 $372,793 $80,658 $80,658 $93,124 $93,124 $316,434 $316,434 $28,796 $28,796 $159,565 $159,565 $587,074 $587,074 $564,230 $587,074 $333,347 $307,586 $1,792,237 4 Edwin "William" Ga ez, P.E. Acting Executive Director Public Works Agency EWG/TR/TC/RA 4 APPROVED AS TO FUNDS & ACCOUNTS: Francisco Gutierrez k Executive Director Finance & Management Services Agency 20A-4 Award Contract to EBS General Engineering, Inc. Westminster Avenue Improvements May 1, 2018 Page 5 Exhibits: 1. Location Map 2. Cooperative Cost Reimbursement Agreement with City of Garden Grove 3. Bid 4. Construction Contract 5. Cost Analysis 20A-5 20A-6 20A-8 QOP.ERATNE_COST REIMBURSEMENT AGREEMENT WESTMINSTER BOULEVARD (HARBOR BLVD. TO FAIRVIEW ST.) STREET REHABILITATION PROJECT COOPERATIVE COST REIMBURSEMENT AGREEMENT ("Agreement"), is made and entered into this _ day of 2018, by and between the CITY OF SANTA ANA, a California charter city ("Santa Ana"), and the CITY OF GARDEN GROVE, a California municipal corporation ("Garden Grove"). In this Agreement, Santa Ana and Garden Grove may each be individually referred to as a "Party" and collectively referred to as the "Parties." RECITALS: WHEREAS, Santa Ana has initiated a street rehabilitation project (the "Project") to improve the pavement condition of Westminster Blvd. from Harbor Blvd. to Fairview St; and WHEREAS, Westminster Boulevard within the Project limits contain a portion of propertywithin Santa Ana and a portion of the street within the boundary of Garden Grove; and WHEREAS, In an effort to efficiently utilize Garden Grove resources, Garden Grove wishes to improve the portion of Westminster Boulevard within its boundary at the same time the Santa Ana Westminster Boulevard Project is conducted; and WHEREAS, the Parties desire to repave Westminster Boulevard, within their respective boundaries, as part of the "Project". NOW, THEREFORE, based upon the foregoing Recitals, and for good and valuable consideration, the receipt and sufficiency of which is acknowledged by all Parties, the Parties agree as follows: 1. The City of Santa Ana will advertise for bids, hire a contractor, approve the work and administerthe contract for street rehabilitation. 2. Garden Grove is responsible for: (a) Garden Grove shall pay Santa Ana for the actual cost of the work within the Garden Grove portion based upon unit prices bid of the Successful Contractor and quantities actually used on the Garden Grove portion as set forth in the Project Location Map (Exhibit A) and the City Cost Sharing (Exhibit B), attached hereto and incorporated by this reference. Estimated costs are included in Exhibit B. Garden Grove will remit payment to Santa Ana within thirty (30) days of receipt of invoice evidencing Project work performed within Garden Grove city boundary. (b) Garden Grove shall pay Santa Ana for the actual cost of design engineering and construction engineering services provided for the work within the Garden Grove portion based upon the time spent by Santa Ana staff. Garden Grove will remit payment to Santa Ana within thirty (30) days of receipt of invoice evidencing Project work performed within Garden Grove city boundary. 3. Garden Grove will coordinate the relocation of all affected utility company facilities within the City limits of Garden Grove in a timely manner. Exhibit 2 20A-9 4. Santa Ana and Garden Grove shall extend cooperation to each other and proceed under this Agreement in good faith to facilitate timely completion of the Project. The Parties agree that when any component of this Project is subject to the approval of Garden Grove, such approval shall not be unreasonably withheld. 5. Garden Grove will be notified as to the official advertising dates, bid opening date, construction start date, and overall construction schedule. Also, a representative from Garden Grove will be invited to attend pre -construction, Project status, and final walk through meetings. 6. Change orders for work within Garden Grove must receive the written approval of the Public Works Department Engineering Manager of Garden Grove or his/her designee prior to implementation. Garden Grove is responsible for change order cost within Garden Grove respective boundaries. 7. The following staff members, or as otherwise designated in writing by the Executive Director of Public Works of Santa Ana or the Public Works Department Engineering Manager of Garden Grove, shall be the selected representatives of each City to act on each respective City's behalf with respect to this agreement. Any notices, requests, approvals, plan submittals or communications shall be provided to each representative noted below: City of Santa Ana: ATTN: Edwin "William" Galvez, P.E. City Engineer Public Works Agency Santa Ana, CA 92701 20 Civic Center Plaza, M-21 Phone: (714) 647-5653 E-Mail: wgalvez@santa-ana.org City of Garden Grove: ATTN: Dan Candelaria, P.E.,TE City Engineer Public Works Department 11222 Acacia Parkway Garden Grove, CA 92840 Phone: (714)741-5185 E-Mail: danc@ci.garden-grove.ca.us 8. Santa Ana shall cause its contractor for the Project to guarantee the Garden Grove improvements against defects in workmanship and materials for a period of one (1) year from the date of acceptance by Santa Ana. It is further agreed that Santa Ana shall assume the responsibility for causing the Garden Grove improvements to be brought or restored to full compliance with the requirements of the Plans and Specifications for any portion of the Project which during said one (1) year period are found not to be in conformance with the provisions of the Plans and Specifications. 9. The City of Santa Ana shall have its contractor provide insurance as follows: 9.1 INSURANCE AMOUNTS. Contractor shall maintain the following insurance for the duration of this Agreement: (a) Commercial general liability in the amount of $1,000,000 per occurrence; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to City and have an AM Best's Guide Rating of A- Class VII or better, as approved by the City. If Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City shall be entitled to the broader coverage and/or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. 20A-10 An Additional Insured Endorsement, ongoing and completed operations, for the policy shall designate the City of Santa Ana, the City of Garden Grove, their officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the Contractor. Contractor shall provide to City proof of insurance and endorsement forms that conform to City's requirements, as approved by the City. (b) Automobile liability in the amount of $1,000,000 combined single limit, including mobile equipment if applicable; (claims made and modified occurrence policies are not acceptable); Insurance companies must be acceptable to City and have an AM Best's Guide Rating of A-, Class VII or better, as approved by the City. An Additional Insured Endorsement for the policy shall designate the City of Garden Grove, the City of Santa Ana, their officers, officials, employees, agents, and volunteers as additional insureds for automobiles owned, leased, hired, or borrowed by the Contractor. Contractor shall provide to City proof of insurance and endorsement fours that conform to City's requirements, as approved by the City. (c) For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be in excess of the Contractor's insurance and shall not contribute with it. 9.2 WORKERS COMPENSATION INSURANCE. For the duration of this Agreement, Contractor and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable. The insurer shall waive its rights of subrogation against the City of Garden Grove, the City of Santa Ana, their officers, officials, agents, employees, and volunteers. 9.3. CONTRACTOR shall not commence work until all certificates and endorsements have been received and approved by Santa Ana. All insurance required shall contain a Statement of Obligation on the part of the carrier to notify City of any material change, cancellation, or termination at least thirty (30) days in advance. 10. This Agreement contains all of the agreements of the Parties regarding the Project and all previous understandings, negotiations and agreements regarding the Project are integrated into and superseded by this Agreement. 11. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties. 12. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder. 13. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties hereto are formally bound to the provisions of this Agreement. 20A-11 14. This Agreement shall be binding upon and shall endure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns. 15, This Agreement may be executed by the Parties and counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 16. This Agreement is to be governed by the laws of the State of California, in Orange County California. 17. Each parry agrees to defend, hold harmless, and indemnify the other as to any and all claims, judgments, liabilities or damages for injuries and damages directly arising out of each parry's own performance under this Agreement, except to the extent such damage or expense is caused in whole or in part by the other parry's negligence or willful misconduct. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day and year first written above. CITY OF SANTA ANA RAUL GODINEZ II City Manager ATTEST: MARIA D. HUIZAR Clerk of the Council City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: JOH .FUNK Assistant City Attorney FOR APPROVAL: Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency CITY OF GARDEN GROVE SCOTT C. STILES City Manager ATTEST: TERESA POMEROY City Clerk APPROVED AS TO FORM: OMAR SANDOVAL City Attorney 20A-12 Exhibit A Location Map Westminster Boulevard (Harbor Blvd. to Fairview St.) Street Rehabilitation Project 20A-13 20A-14 EXHIBIT B City Cost Sharing Westminster Boulevard (Harbor Blvd. to Fairview St.) Street Rehabilitation Project 20A-15 Project No. 15-6825: Westminster Ave from Harbor Blvd to Clinton St Construction Contract City of Santa Ana City 0 Garden Grove Item Description Quantity Unit Unit Price Amoum Quantity Amman Quantity Amount I Unclassified Excavation 1,171 CY S 60.00 $ 70,260.00 1,021 $ 61,260.00 150 S 9,000.00 2 AC Pavement (Asphalt Concrete) 2,745 TN S 70.00 $ 192,150.00 2,414 S 168,980.00 331 $ 23,170.00 3 Asphalt Rubber Hot Mix(ARHM) 2,560 TN S 79.00 $ 202,240.00 2,160 S 170,640.00 400 $ 31,600.00 4 Cold Mill(T=3") 166,785 SF S 0.24 $ 40,028.40 141,285 S 33,908.40 25.500 S 6,120.00 5 Crushed Miscellaneous Base (CMB) 40 TN S 100.00 $ 41000.00 20 S 2,000.00 20 S 2,000.00 6 PCC Sidewalk (T=4') 2,000 SF S 5.50 $ 11,000.00 1,405 S 7,727.50 595 $ 3,272.50 7 PCC Driveway Approach (T=8") 118 SF $ 12.00 $ 1,416.00 100 5 1,200.00 IB S 216.00 8 PCC Curb Ramp 2,425 SF $ 10.00 $ 24,250.00 1.425 $ 14,250.00 11000 S 10 000.00 9 Concrete Bus Pad SF $ 12.00 S $ S 10 PCC Cub and Gutter (Type A-2-8) 415 LF $ 30.00 $ 12,450.00 400 $ 12,000.00 IS S 450.00 I I PCC Curb (Type B-I) I LF I $ 16.00 $ $ S 12 PCC Cross -Gutter (Anerial Street) 200 SF $ 12.00 $ 2,400.00 $ 200 $ 2,400.00 13 PCC Grinding 40 LF $ 25.00 $ 1,000.00 36 $ 900.00 4 $ 100.00 14 PCC Pattern Stomped Concrete SF S 20.00 $ $ S 15 Root Shave 1 EA S 500.00 $ 500.00 1 $ 500.00 $ 16 Adjust Water Valve Frame and Cover to Finished Grade 30 EA S 850.00 $ 25,500.00 16 $ 13,600.00 14 S 11,900.00 17 Adjust Sewer and Drainage Manhole to Finished Gade 11 EA 5 800.00 S 8,800.00 11 S 8,800.00 $ 18 Adjust Water Meter Fmmc and Cover to Finished Grade EA $ 800.00 $ $ $ 19 Adjust Survey Monument to Finished Gmde EA $ 800.00 $ $ $ 20 Furnish and Install New W6 Pullbox EA S 800.00 $ $ S 21 Fumish and Install Cast -in Place ADA Truncated Dome Panel EA S 700.00 S $ S 22 Famish and Install Traffic Loops Type E 9 EA $ 250.00 $ 2,250.00 9 S 2,250.00 S 23 Famish and Install Traffic Loops Type D 22 EA $ 250.00 $ 5,500.00 22 S 5,500.00 S 24 Temporary Construction Sign 5 EA $ 900.00 S 4,500.00 2 S 1,800.00 3 $ 2700.00 25 Signing and Striping 0.5 LS S 38,500.00 $ 19,250.00 0.25 $ 9,625.00 0.25 $ 9,625.00 26 Traffic Control and Tragic Control Plan 0.5 LS $ 51,940.00 $ 25,970.00 0.25 $ 12,985.00 0.25 S 12,985.00 27 Pro'ect Advertising Sign 2 EA S 1200.00 S 2,400.00 1 $ 1,200.00 1 $ 1,200.00 28 us utton 3 EA $ 600.00 S 1,800.00 3 S 1,800.00 $ ons roc ion contract S 126 738.50 Contingency(Mo) S 53,093.00 S 12,674.00 Construction Engineering (15%) $ 79,639.00 S 19,011.00 Design Em neering(10%) S S 12,674.00 SUB/TOTAL $ 663,657.90 $ 171,097.50 Project No. 18-6902: Westminster Ave from Clinton St to Fairview St Construction Contract City of Santa Ana City of Garden Grove It.. Description Quantity Unit Unit Price AmouN Quantity Amount Quantity Amount 1 Unclassified Excavation 1,029 CY $ 60.00 $ 61,740,00 790 S 47,400.00 239 S 14,340.00 2 AC Pavement (Asphalt Concrete) 2,555 TN 5 70.00 $ 178,850.00 1,615 S 113,050.00 940 S 65 800.00 3 Asphalt Rubber Hot Mix (ARHM) 2,540 TN S 79.00 $ 200,660.00 1,260 S 99,540.00 1,280 S 101.120.00 4 Cold Mill(T-3") 187,215 SF S 0.24 $ 44,931.60 86,085 $ 20,660.40 101,130 S 24,271.20 5 Cmshed Miscellaneous Base (CMB) 10 TN $ 100.00 $ 1,000.00 5 $ 500.00 5 S 500.00 6 PCC Sidewalk (T=4") 3,000 SF S 5.50 S 16,500.00 1,600 $ 8,800.00 1,400 $ 7,700.00 7 PCC DrivewayApproach (T=8") 482 SF $ 12.00 $ 5,784.00 482 $ 5,784.00 $ 8 PCC Curb Ramp 2,575 SF S 10.00 $ 25,750.00 2,000 $ 20,000.00 575 S 5,750.00 9 Concrete Bus Pad 1,100 SF $ 12.00 $ 13,200.00 1,100 $ 13,200.00 $ 10 PCC Cub and Gutter (Type A-2-8) 585 LF $ 30.00 $ 17,550.00 285 $ 8,550.00 300 S 9.000.00 11 PCC Curb (Type B-1) 300 LF $ 16.00 S 4,800.00 195 $ 3,120.00 105 S 1,680.00 12 PCC Cross-Guner(Arterial Street) 2,800 SF $ 12.00 S 33600.00 1,845 S 22,140.00 955 $ 11,460.00 13 PCC Grinding 60 LF $ 25.00 S 1,500.00 60 $ 1,500.00 $ 14 PCC Pattern Smmed Concrete 300 SF $ 20.00 $ 6,000.00 195 $ 3,900.00 105 S 2,100.00 15 Root Shave 4 EA S 500.00 $ 2,000.00 4 $ 2,000.00 S 16 Adjust Water Valve Frame and Cover to Finished Gmde 39 EA S 850.00 S 33,150.00 15 $ 12,750.00 24 $ 20400.00 17 Adjust Sewer and Dmins a Manhole to Finished Grade 31 EA $ 800.00 $ 24,800.00 20 S 16,000.00 11 S 8,800.00 18 Adjust Water Meter Fame and Cover to Finished Grade 4 EA $ 800.00 S 3,200.00 $ 4 S 3,200.00 19 Adjust Survey Mom rent to Finished Gadc 4 EA $ 800.00 S 3,200.00 3 4 S 3,200.00 20Fumishandlnstall Ne,vOPullbox 6 EA $ 800.00 S 4,800.00 3 S 2,400.00 3 S 2,400.00 21 Furnish and Install Cast -in Place ADA Truncated Dome Panel 2 EA $ 700.00 S 11400.00 S 2 $ 1,400.00 22 Punish and Install Tattic Loops Type E 7 EA S 250.00 S 1,750.00 7 $ 1,750.00 S 23 Furnish and Install Taffc, Loops Type D 17 EA $ 250.00 $ 4,250.00 17 $ 4,250.00 S 24 Temporary Construction Si 5 EA S 900.00 $ 4,500.00 3 $ 2,700.00 2 S 1 800.00 25 Signing and Striping0.5 LS $ 78,500.00 $ 19,250.00 0.25 $ 9,625.00 015 S 9,625.00 26 Traffic Control and Traffic Control Plan 0.5 LS $ 51,940.00 S 25,970.00 0.25 S 12,985.00 0.25 S 12 985.00 27 Pro, AdvertisingSign 1 EA $ 1200.00 S 1,200.00 1 S 600.00 1 $ 600.00 28 Push Button EA S 600.00 $ S $ Construction Contact $ 741,335.60 S 433204.40 S 706,I31.20 Contingency (10%) $ 43,320.00 S 30,813.00 CDoe nttmcto 64,981.00 46,219.00 sign EngvE%) $ S 30,813.00 SUB -TOTAL S 541,505.40 S 415,976.20 TOTAL Construction Contract City of Santa Ana City of Garden Grove Construction Contact S 1,399,000.00 S 964,130.30 S 434,869.70 Contingency (10%) $ 96,413.00 S 43,487.00 Construction Engineering (15%) S 144,620.00 S 65,230.00 Design Engmeering(10%) $ S 43,487.00 TOTAL S 1,205,163.30 5 587.073.70 20A-16 CITY OF SANTA ANA EXHIBIT 3 PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: EBS General Eneineerine. Inc. REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount I Unclassified Excavation 2,200 CY $ $ 3awn 2 AC Pavement (Asphalt Concrete) 5,300 IN $ $ D 3 Asphalt Rubber Hot Mix (ARHM) 5,100 TN $ $ i 4 Cold Milling (T-3") 354,000 SF $ $ aV 5 Crushed Miscellaneous Base(CMB)* 50 TN $ $ �� � 5. 6 PCC Sidewalk(T=4")* 5,000 SF $ $ S, S 7 PCC Driveway Approach (T=8")* 600 SF $ $ d i 8 PCC Curb Ramp* 5,000 SF $ $ C7' (� 9 Concrete Bus Pad 1,100 SF $ $ 10 PCC Curb and Gutter (Type A-2-8)* 1,000 LF $ $ .0- 0 11 PCC Curb (Type B-1)* 300 LF $ $ J 12 PCC Cross -Gutter (Arterial Street)* 3,000 SF $ $ 13 PCC Grinding 100 LF $ $ S� P-1 ofP-17 20A-17 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST, PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. Description Qty Unit Unit Price Amount F PCC Pattern Stamped Concrete 300 SF $ $000 RoctShave 5 EA $ $ oD ` SGCJ -� 16 Adjust Water Valve Frame and Cover to 69 EA $p $ Finished Grade 5 b — 17 Adjust Sewer and Drainage Manhole to 42 EA O $ 0 D $ Finished Grade �7 0 — 18 Adjust Water Meter Frame and Cover to 4 EA $ $ Finished Grade �� 19 Adjust Survey Monument to Finished 4 EA $ $ Grade p-0O — 0 20 Furnish and install New #6 Pullbox 6 EA $ $ 0D� 21 Furnish and Install Cast -in Place ADA 2 EA $ $ Truncated Dome Panel y — J 22 Furnish and Install Traffic Loops Type 16 EA $ $ B 2f) — 23 Fumish and Install Traffic Loops Type 39 EA $ $ D Yb 24 Temporary Construction Signs 10 EA $ $ '70o-- a, — 25 Signing and Striping I LS $ $ 26 Traffic Control and Traffic Control Plan 1 LS $�i 9 J� $ �C 27 Project Advertising Sign 3 EA $ $ 347w- 28 Push Button 3 EA $ $ y, 1Js O P-2 ofP-17 20A-18 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST, TOTAL BASE BID $ The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. t This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within forty-five (45) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $1,700 per calendar day. Name of Firm Signature of BE Title President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-3 ofP-l7 20A-19 ACTION AND RESQUUTION'BY M-BOARDOEDIRECTOR OF EBS GENERAL ENUMIMPLNG, INC A CALIFORNIA CORPORATION ,All of the Board of Directors OrEBS General Engineering, Jno., desiring to insure thaall the proper and authodzed indivIditalsi who have corporate authority to:bind the said corporation to, a4y:and.contracts executed by such authcrized`individuals, haveUen approvedby'.tlie. board of direetors of EBS GeheraLEigineoringi, held a tneedeg on January 3, 2010, The Hoard, following. a review of the foregoing matter, and upon motion made and seconded, the ffoar4of Directors hereby determine& and votes unanimously as follows: BE IT THEREFORE RESOLVED that Joseph Naaci is hereby designated, authorized and empowered, to beduly authorized with allthp attendant powers and authorizations related thereto, to bind, obligate and commitEBS General Prigifttering, Too-, wanyand all contracts executed by and between EBS General Engineering, Inc. and any other contracting party. There being no further orpending business before the Board, t1w, meeting- was adjourned. BOARD OF DURECTQRS Date:: January 3,2010 Z xl�L Josrp,Vanci, SofeDirectPic ATTESTATION. I, being the Rerelary of the above reftr0eed c6f poratf6b,do-Ifereby. dertify1fiat the above resolution is: the resolution of the.corporation. Dated Jos ,ancirSearetary 20A-20 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMIINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm Signature of BE Title President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm, If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-4 ofP-17 20A-21 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. 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: EBS General Engineering, Inc. Business Address: 1320 E. Sixth St., Ste 100 Corona CA 9 879 Business E-Mail Address: bids@ebsseneral.com Telephone: 951-279-6869 State Contractor's License No. and Class: 720016 A License Expiration Date: 3/31/20 State Dept. of Industrial Relations (DIR) Registration No.: 1000005295 State Dept. of Industrial Relations (DIR) Registration Expiration Date: Signed: Title: P-5 ofP-17 20A-22 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. 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 Signature of BE Title President (if an individual, so state) P-6 ofP-17 20A-23 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY Or ORANGE ) SS: CITY OF SANTA ANA ) JQSeph A. Nanri , being duly sworn, deposes and says: ❑ INDIVIDUAL That be/she is the party making the foregoing proposal: ❑ PARTNERSIEP That he/she Is a member of the copartnership iron designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. CORPORATION That he is of: EBS General Engineering. Inc a corporation which Is making the foregoing proposal: . ❑ JOINT VENTURE That he Is of: one of the parties making the foregoing proposal as ajoint venture, and the'rc/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any a vantage against the City of Santa Ana or any person interested in the proposed contr t, foIeslf or any other person. Signature o idd Joseph A. Nanci, President Subscribed and sworn to before me this day of 20 Signature of officer Administering Oath (Notary Public) P-7 of P-17 20A-24 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 a^.:_tGr�v.-.[.�:.�?iS.tS�Z.C.c::n:?'.G•n�:::,iy.'.�rt'.'.i.?.v:'ndn<.GftiitiS.i SL1:,.i'stn:Rtd:uti a,Gnyv�^_i.�.c.Yw:G' �"nsi.;CA.�:�t �'.L-:.i�hC]Si.C,(X'.a.Y'n A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of RIVERSIDE ) On 3 )� TT before me, WILLIAM E. ELLIS, JR. Date Here Insert Name and Title of the Officer personally appeared JOSEPH A. NANCI 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 helshe/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. WILLIAM E. ELLIS JR. Commission # 212799B = -m' Notary Public - California n Orange County My Comm. Expires Oct 23, 2019 r Place Notary Seat Above Description of Attached Document I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my..hand and official seal. Signature.Lt) Jc�J 1e lAa 1e IA Signature of Not ry P lic Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner- ❑ Limited ❑ General ❑ Partner- o Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: o Other: Signer Is Representing: Signer is Representing: A^L,Nt1CsY+fa".fX'N s'{.rsuLc..riA('�rrr-e-:w...,..,,,,crraer.[,euraciscc,[5rrtfeicrf.1'.�GGi^,Gr.�"FSFaeb�Cisia<x�at.:b`rx�N.uceftax © 2014 National Notary Association • ewm.NationalNotaro.ora • 1-800-USNOTARY (1-600-876.6827) Item #5907 C-16 20A-25 BOND# 3-B PREMIUM: NIL CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVG. FROM CLINTON ST TO FAIRVIEW ST. 1 .11orerown KNOW ALL PRESENT that, EBS GENERAL ENGINEERING, INC. ,as BIDDER, and SURETEC INSURANCE COMPANY , as SURETY, are held and firmly bound unto the CITY Of SANTA ANA, as AGENCY, in the penal sum of _ TEN PERCENT OF AMOUNT BID Dollars ($ 10% ), which is tell percent (10%) of the total amount bid by BIDDER to AGENCY for the abovc-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 22ND day of MARCH , 20 18. BIDDER* EBS GENERAL EggINEEXNA INC. 1320 E. SIXTH STREET 0100, CORONA, CA 92879 BY: &- -1 ".'r Joseph A. Nanci, President SURETY* Subscribed and sworn to before me this day of , 20_ Signature: Notary Public in and for the County of , State of * Provide BIDDER/ SURETY name, address, and telephone number and die name, title, address, and telephone number of authorized representative. AGENT: CULBERTSON INSURANCE SERVICES, INC. 5500 E. SANTA ANA CANYON RD. 0201 ANAHEIM, CA 92807 (714) 921-0530 P-8 of P-17 20A-26 JURAT FORM A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document STATE OF CALIFORNIA COUNTY OF ORANGE ) Subscribed and sworn to (or affirmed) before me on this 22ND day of MARCH ,20 18 by SPENCER FLAKE proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. j d •*:.,. EHIN A. SHERW00D Commisslan # 2116626 NataryPu611e • California z Orange County ' My Comm. Expires Jul 6, 2019 r (NO Y SEAL) NOTARY PUBLIC SIGNATURE OPTIONAL INFORMATION THIS OPTIONAL INFORMATION SECTION IS NOT REQUIRED BY LAW BUT MAY BE BENEFICIAL TO PERSONS RELYING ON THIS NOTARIZED DOCUMENT. TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT When executing a jurat, a notary shall administer an oath of affirmation to the affiant and shall determine, from satisfactory evidence, that the atHant is the person executing the document. The affrant shall sign the document in the presence of the notary. To order supplies, please contact McGlone Insurance Services, Inc. at (916) 484 0804. 20A-27 POA#: 510123 SureTec Insurance Company LBMED POWER OF ATTORNEY Snow All Men by These Presents, That SURETEC INSURANCE COMPANY (the "Company"), a corporation duly organized and existing under the laws of the State of Texas, and having its principal office in Houston, Harris County, Texas, does by these presents make, constitute and appoint Charles L. Flake, David L, Culbertson, Spencer Flake, Heather Willis its true and lawful Attomey-in-fact, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizance$, undertakings or oth'Cr instruments or contracts of suretyship to include waivers to the conditions of contracts and consents of surety for, providing the bond penalty does not exceed Ten Million and 001100 Dollars ($10,000,000.00) and to bind the Company thereby as fully and to the same extent as if such bond were signed by the President, sealed with the corporate seal of the Company and duly attested by its Secretary, hereby ratifying and confirming all that the said Attorney -in -Fact may do in the premises. Said appointment shall continue in force until 1213112019 and is made under and.by authority of the following resolutions of the Board of Directors of the SureTec Insurance Company; Be it Resolved, that the President, say Vice -President, any Assistant Vice -President, any Secretary or any Assistant Secretary shall be and is hereby vested with full power and authority to appoint any one or'more suitable persons as Attomey(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: Attorney -in -Fact may be given full power and authority for and in the name of and of behalf of the Company, to execute, acknowledge and deliver, any and all bonds, recognizances, contacts, agreements or indemnity and other conditional or obligatory underfsldngs and any and all notices and documents canceling or terminating the Company's liability thereunder, and any such instruments so executed by any such Attorney -in -Fact shall be binding upon the Company as if signed by the President and sealed and effected bythe Corporate Secretary, Be it Resolved that the signature of any authorized officer and seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile, and any power of attorney or certificate bearing facsimile signature or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached. (Adopted at a meeting held on 20v' of April, 1999) In Witness Whereof, SURETEC INSURANCE COMPANY has caused these presents to be signed by its President, and its corporate seal to be hereto affixed this eth day of August , A.D. 2017 . A SURArdc"F SURETEC Il�SfJRAN E ANY �u+, 9`Og By: m 5 John Knox ., 'resi nt State ofTexas � as: )$ .' T County of Harris _, , On this 8th day of August , A.D. 2017 before me personally came John Knox1r., to me known, who, being by me.duly sworn did depose and say, that he resides in Houston, Texas, that he is President of SURETEC INSURANCE COMPANY, the company described in and which executed the above instrument; that he knows the seal of said Company; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said Company; and that he signed his name thereto by like order. XENIA CHAVEZ Notary Public, State of Texas ti�"l; yT .Comm. Expires 09-10.2020 Notary ID 129117659 X ra avez, Notary Public y commission expires September 10, 2020 I, M. Brent Beaty, Assistant Secretary of SURETEC INSURANCE COMPANY, do hereby certify that the above and foregoing is a.true and correct copy of a Power of Attorney, executed by said Company, which is still in full force and effect; and furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect , Given under my hand and the seal of said Company at Houston, Texas this7gla of r 20 88 A.D. ty, Assistant Se etary nt Be Any instrument issued In excess of the penalty stated above Is totally void and without any validity. For verification of the authority of this power you may call (713) 812-0800 any business day between 8:00 am and 5:00 pm CST. CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 :C.t.'ti4.'Cti!.GAS:4\iZ-:.Ln.4:lu`Ct fwN�-:A.1A.14-r i'U.C.l{1Y`Cb:GCA��A'.C.LN.f.:Y`.G`:AJ�Y..S:IY/LC'A.CM1.`:.4rAi �M1.:AM1YARut'�!A)C.tiYA A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document, to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of RIVERSIDE ) On ?p,9 •yi before me, WILLIAM E. ELLIS, JR. Date Here Insert Name and Title of the Officer personally appeared JOSEPH A. NANCI 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(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY WILLIAM E. ELLIS JR. under the laws of the State of California that commission # 2127996 =the foregoing paragraph is true and correct. ;i Notary Public - California s ` orange county WITNESS my hand and official seal. My Comm. Expires Oct 23, 2019 Signature Signature o ota P blic Place Notary Seal Above Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer —Title(s): ❑ Corporate Officer —Title(s): ❑ Partner - o Limited ❑ General ❑ Partner- o Limited ❑ General ❑ Individual ❑ Attorney in Fact o Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer is Representing: Signer is Representing: (='ItICe"CV&Y1Lui-'C.2.`CLY.IY.'4-C1 S-V..C+USW.V3Y.' © 2014 National Notary Association . www.NationalNotarv.oro' 1-800-USNOTARY (1-800-876-6827) Item #5907 20A-29 CITY OF SANTA ANA PROPOSAL PROJECTNO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. LIST OF SUB -CONTRACTORS Section 4100 et. seq, of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: %% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %a% oftbe 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 #/Exp1 1 ] (o 30(r DIR Reg. #/Exp. I a00001 `I71, ( 3) Location Phone / i -7) q) $ /QpL Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # _ Location _ Phone Type Of Work Amount $ Name License #/Exp. DIR Reg, #/Exp. License # Location Phone Type Of Work Amount $ /I Signature of Bidder Name C C,%l rfoTC L-inC License #/Exp. Q u DIR Reg. #/Exp. Location Phone (�� ,- Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ Name License #/Exp. DIR Reg. #/Exp, License # Location _ Phone _ Type Of Work Amount $ P-9 ofP-17 20A-30 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. The following are the names, addresses, and telephone numbers for THREU public agencies for which the BIDDER has performed similar work within the past three years. 1. See attached reference list 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 Type of Work Date Completed 3. Name and Address of owner. Name and Telephone Number of person familiar with project. 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. Insrrance• Invensure Insurance Brokers 17991 Cowan Irvine CA 92614 (949) 756-4100 Bonds: Culbertson Insurance Services - 5500 E. Santa Ana Canyon Rd., Ste 201 Anaheim CA 92807 921-0530 P-10 ofP-17 20A-31 3 YEAR REFERENCES — PUBLIC WORKS 1. Proiect Name 2016/2017 Arterial and Minor Streets Maintenance Project Address Owner Various Locations City of Riverside Principal Contact Phone Steve Howard, Construction Project Manager (951) 826.5708 Price of Contract Type of Work Dates $4,594,000 Streets Maintenance 9/2017—on going 2. Project Concrete Street Rehabilitation, FY 2015-16 Proiect Address Owner Various Locations City of Orange Contact Phone Matthew Lorenzen, Project Manager (714) 744-5566 Price of Contract Type of Work Dates $574,850 Minor Concrete, Street Improvements 7/2016 to 10/2016 3. Pro ect Washington Square Residential Street Improvements Project Address Owner Grand Ave. from First St. to Fourth St. City of Santa Ana Contact Phone Tyrone Chesanek, Principal Civil Engineer (714) 647-5074 Price of Contract Type of Work Dates $984,925 Minor Concrete, Street Improvements 4/2016 to 10/2016 4. Proiect ADA Access Improvements Del Cerro/Burma Rd Entrance to PV Nature Preserve Proiect Address Owner Del Cerro/Burma Rd. City of Rancho Palos Verdes Contact Phone James Flannigan, Asst Eng. (310) 544-5295 Price of Contract Type of Work Dates $99,470 Exposed Agg. Sidewalk, Ramps, Drive approach 1/2017 to 3/2017 20A-32 3 YEAR REFERENCES - PUBLIC WORKS ,a /16 Curb Access Ramp Installation Project Address Owner Various Locations City of Huntington Beach Contact Phone Jim Escutia, Public Works 714) 536-5525 Price of Contract Type of Work Dates $327,200 Curb Ramps, Domes 5/2016 to 6/2016 6. Project Rancho Santa Fe Road ADA Curb Ramp Reconstruction ProlectAddress Owner Rancho Santa Fe Rd City of San Marcos Contact Phone Duane Neyes, Construction Mgr. (760) 744-1050 Price of Contract Type of Work Dates $290,100 Ramps, Sidewalk, Gutter, Domes 6/2017 to 7/2016 20A-33 CITY OF SANTA ANA PROPOSAL PROJECT NO, 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD, TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. 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 • See attached reference list Name and Address of Owner. 2. 3. 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 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. P-11 ofP-17 20A-34 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. 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 fal certification may subject the certifier to criminal prosecution. Signed Joseph A. Nanci, President State of California County of 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 20A-35 CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 ..^/,;Cs:n::.t.�s?:i.Ct.:tGc.C�t:{.LNwYS-C,t.i.�•.:i -':i. w.ii.:w: i:.f:Gin.:.LC�Nsti.c.C:s1w:CA.rw:S,G•:.c..'z:K:i.'�:caw-Cw.':.�.�:..:CaY:.LiwS.a'.!:sX.i.C.. [Anotary public or other officer completing this certificate verifies only the Identity of the vidual who signed the document, to which this certificate is attached, and not the hfulness, accuracy, or validity of that document. State of California County of RIVERSIDE ) On 1I before me, WILLIAM E. ELLIS, JR. Date Here Insert Name and Title of the Officer personally appeared JOSEPH A. NANCI 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(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. WILLIAM E. ELLIS JR. Commission M 2127998 z .-m Notary Public - California z Orange County My Comm. Expires Oct 23, 2019 Place Notary Seal Above Description of Attached Document Title or Type of Document: I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Signature of Notary6c Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Slgner(s) Signer's Name: Signer's ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Partner- o Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer is Representing: :F.3YvfX' ^Gti'Cry`iC.CCX;Cu:'.."iCY'6:fu.Yl[:Lll.YtiSd:Oi.YiC:.CCASA.'G%s'Gf�r: na+rnv+.rX'dY..(511Gf.1SfX:tiSiC'ff.'Ci.YA:C,i:.9i2Cfidfh:�.S' :/Y,i'CiYw © 2014 National Notary Association ' w .NationalNotaryorc' 1-BOO-USNOTARY (1.800-676-6827) Item #5907 20A-36 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE, FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE, FROM CLINTON ST TO FAIRVIEW ST. NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment, 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders, 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-13 ofP-17 20A-37 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Y. / /f Signed: / _ // .r Title: President Firm: EBS General Engineering, Inc, Date: 3/27118 P-14 of P-17 20A-38 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD, TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the aliforni prenticeship Council. Signed: Title: President Firm: EBS General Engineering, Inc. Date: 3/27/18 P-15 ofP-17 20A-39 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE, FROM CLINTON ST TO FAIRVIEW ST. 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 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 ork, to give up any part of the compensation to which he/she is otherwise entitled. Signed: Title: President Firm: EBS General Engineering, Inc. Date: 3/27118 P-16 ofP-17 20A-40 CITY OF SANTA ANA PROPOSAL PROJECT NO. 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No If the answer is yes, explain the circumstances in the following space. P-17 ofP-17 20A-41 20A-42 Exhibit 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT NOS. 15-6825 & 18-6902 WESTMINSTER AVE IMPROVEMENTS FROM HARBOR BLVD TO FAIRVIEW ST This CONSTRUCTION CONTRACT is made and entered into this I" day of May, 2018 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and. existing under the Constitution and laws of the State of California (hereinafter "CITY"), and -EBS_, Gei eta #gineerind Jnc. (hereinafter "CONTRACTOR'). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Westminster Avenue Improvements Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2, The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed One Million Three Hundred Ninety -Nine Thousand Dollars (31399;000i00);-as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains quantities only, and the City do work will correspond therewith, class or portion of the work o r rev. 09i01a0.1'1 Page 1 of 3 20A-43 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: http://www.santa-ana.org/pwa/documents/CWA.pdf CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, famish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. Page 2 of 3 20A-44 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 FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: EDWIN "WILLIAM" GALVEZ Acting Executive Director - - Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONTRACTOR: EBS General Engineering, Inc. JOSEPH A. NANCI President 20A-45 Page 3 of 3 CITY OF SANTA ANA PROPOSAL, PROJECTNO. 15.6825 WESTMINSTER AVE, FROM HARBOR BLVD. TO CLINTON ST, PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: EBS General Engineering, Inc. REQUIREMENT: EXHIBIT A 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 arty) 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 Unclassitled Excavation 2,200 CY $ $ - ,;?o- 2 AC Pavement (Asphalt Concrete) 5,300 IN $ $ 3 Asphalt Rubber Hot Mix (ARHM) 5,100 TN $ $ i 4 Cold Milling (T`=—V) 354,000 SP $ $ 5 Crushed MiscellaneousBase(CMB)* 50 TN $ $ 00' 6 PCC Sidewalk(T=4")* 5,000 SF $ $ 7 PCC Driveway Approach (T=8")* 600 SF $ $ d � 8 PCC Curb Ramp* 5,000 SP $ $ L7 ` 0 9 Concrete Bus Pad 1,100 SF $ $ r 10 PCC Curb and Gutter (Type A-2-8)* 1,000 LF $ $ �- 0 11 PCC Curb (Type B-1)* 300 LF $ $ L 12 PCC Cross -Gutter (Arterial Street)* 3,000 SP $ lr 3� 13 PCC Grinding 100 LF $ $ 1 P-1 of.P-17 CITY OF SANTA ANA PROPOSAL PROJECT NO, 15-6825 WESTMINSTER AVE. FROM HARBOR BLVD, TO CLINTON Sr. PROJECT 18-6902 WESTMINSTER AVE. FROM CLINTON ST TO FAIRVIEW ST. Item Description Qty Unit IInitPrice Amormt 14 PCC Pattern Stamped Concrete 300 SF $ $ 15 Root Shave 5 EA $ $ i7o — Soo —� 16 Adjust Water Valve Frame and Cover to 69 EA $ $ Finished Grade ps O 17 Adjust Sewer and Drainage Manhole to 42 EA $ $ Finished Grada O 18 Adjust Water Meter Frame and Cover to 4 EA $ 0� $ Finished Grade 0 19 Adjust Survey Monument to Finished 4 EA $ $ Grade 'Fop- 20 Furnish and Install New H6 Pullbox 6 EA $ $ ! i 21 Fumish and Install Cast -in Place ADA 2 EA $ $ Truncated Dome Panel 22 Furnish and Install Trafllc Loops Typa 16 EA $ $ E 23 Furnish and Install Trafl o Locps Type 39 EA $ $ D 9,72 24 fiemporaCo Construction Signs 10 EA $ $ ' 25 Signing and Striping 1 LS $ $ 26 Traffic Control and Traffic Control Plan 1 LS $ $ 27 Project Advertising Sign 3 EA 28 Push Button 3 EA $ $ �y �b O P-2 ofP-17 20A-47 CITY OF SANTA ANA PROPOSAL PROJECT NO, 15-6825 WESTMINSTER AVE. PROM HARBOR BLVD. TO CLINTON ST. PROJECT 18-6902 WESTMINSTER AVE, FROM CLINTON ST TO FAIRVIEW ST. TOTAL BASE BID $ 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. j' 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 forty-five (45) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Speclfications; shall be $1,700 per calendar day, Name of Firm Signature of BE Title President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-3 ofP-17 KO -• COST ANALYSIS CONSTRUCTION OF PROJECT NO. 15-6825 & 18-6902: WESTMINSTER AVENUE IMPROVEMENTS FROM HARBOR BOULEVARD TO FAIRVIEW STREET Construction Contract $ 1,399,000.00 Contract Administration $ 88,850.00 Inspection and Testing $ 121,000.00 Design EngineeringEnginee(ing $ 43,487.00 Contingencies $ 139,900.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 1,792,237.00 1*3711:jiml 20A-49 20A-50 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO P&P DEVELOP INC. FOR A WROUGHT IRON FENCE AT BIRCH PARK (SPEC. NO. 18-018); AND APPROVE APPROPRIATION ADJUSTMENT (STRATEGIC PLAN NO. 5,4) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Reject the bids from Ace Fence Company, Naka Engineering & Const. Inc., Total Fence Solutions, Inc., and RS Construction & Development Inc. as nonresponsive. All four vendgrs failed to include the required CDBG documents in their bid. 2. Award a one-time purchase and payment of purchase order to P&P Develop Inc. for purchase and installation of a wrought iron fence in an amount not to exceed $175,000 plus a $17,500 contingency for a total amount not to exceed $192,500, subject to non -substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment recognizing $27,401 in revenue from prior years in the Fees and Donations account (02213002-50001), and $45,099 in revenue from prior years in the Residential Development District 2 In Lieu account (31213002-50001) and appropriating $27,401 in Fees and Donations funds (02213200-66220) and $45,099 in Residential Development District 2 In Lieu funds (31213261-66220). The Parks, Recreation and Community Services Agency (PRCSA) is responsible for maintaining parks within the City. Birch Park is the oldest park site in the City. PRCSA wishes to preserve the historical aesthetics of the park by installing a decorative wrought iron fence that enhances the historical feature of the park. Additionally, the fence will assist in managing the operational hours of the park, which are 5:00 a.m. to 8:00 p.m. Partial funding for this project in the amount of $27,401 came from donations collected by the Santa Ana Senior Center Advisory Board. Another $27,401 were raised through employee contributions for senior programs and various other fees and donations collected to allow PRCA to complete this project. 20B-1 Purchase Order Award for Wrought Iron Fence at Birch Park May 1, 2018 Page 2 The notice inviting bids for the purchase and installation of the wrought iron fence was advertised on February 8, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 41 Vendors were notified 22 Vendors downloaded the bid packet 6 Bid received 0 Bids received from Santa Ana vendors The bids were opened on March 14, 2018, and evaluated. The bid results are as follows: Vendor Asia General Contractors Inc. P&P Develop Inc. Location Amount Los Angeles $376,900 Garden Grove $175,000 The bid received from P&P Develop Inc. is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $17,500 contingency is included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal # 5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT The appropriation adjustment will recognize grant revenue and appropriate the funds in the following accounts in FY 2017-18: Accounting Unit Fees and Donation account (02213002 50001) Residential Development District 2 In Lieu account (31213002-50001) Expenditures Accounts Fees and Donation (02213200-66220) Residential Development District 2 In Lieu account (31213261-66220) Funds are available in FY 2017-18 accounts as follows: Unit CDBG Programs account (13518783-66220) PRCAA Fees and Donations account (02213200 66220). Residential Development District 2 In Lieu account (31213261-66220) Amount $27,401 $45,099 $27,401 $45,099 Amount 20,000 27.401 45,099 20B-2 Purchase Order Award for Wrought Iron Fence at Birch Park May 1, 2018 Page 3 Judson Brown Acting Executive Director Community Development Agency Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency FA/ds/sp APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency r1- r�- REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO P&P DEVELOP INC. FOR A PORTLAND LOO RESTROOM AT BIRCH PARK (SPECIFICATION NO. 18-022) {STRATEGIC PLAN NO. 5,41 `Lfij(ir 7 - r RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Award a one-time purchase and payment of purchase order to P&P Develop Inc. for purchase and installation of a Portland Loo restroom in an amount not to exceed $174,000 plus a $17,400 contingency, for a total amount not to exceed $191,400, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing revenue from prior years; $53,941 in the Park Improvement account (05113002-50001), $141,891 in the Residential Development District 2 account (31213002-50001) and $25,568 in the Residential Development District 2 In Lieu account (31213002- 50001) and appropriating $53,941 in Park Improvement funds (05113263-66220), $141,891 in Residential Development District 2 funds (31213260-66220) and $25,568 in Residential Development District 2 In Lieu funds (31213261-66220). DISCUSSION The Parks, Recreation and Community Services Agency (PRCSA) is responsible for maintaining parks within the City. Birch Park is adjacent to the Santa Ana Senior Center and is open seven days a week from 5:00 a.m. to 8:00 p.m. Operational hours of the Santa Ana Senior Center are Monday through Friday 8:00 a.m. to 5:00 p.m. The restroom will provide facilities to park patrons during the hours the park is open but the Santa Ana Senior Center is closed. The notice inviting bids was advertised on February 21, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 24 Vendors were notified 20 Vendors downloaded the bid packet 3 Bids received 20C-1 Award Purchase Order for Portland Loo Restroom at Birch Park May 1, 2018 Page 2 The bids were opened on March 21, 2018, and evaluated. The bid results are as follows: Vendor Location Amount Minco Construction Gardena $277,000 P&P Develop Inc. Garden Grove $174,000 RT Contractor Corp. Garden Grove $190.000 The bid received from P&P Develop Inc. is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $17,400 contingency is included in the award amount. Maintenance of the restroom will be funded from the General Fund -Parks, Recreation and Community Services Agency -Park Maintenance account. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal # 5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT The appropriation adjustment will recognize grant revenue and appropriate the funds in the following accounts in FY 2017-18. The appropriation adjustment includes $191,400 for the award of this contract and $30,000 for site work needed to prepare the location. Accounting Unit Amount Revenue Accounts Park Improvement account (05113002-50001) Residential Development District 2 account (31213002-50001) Residential Development District 2—In Lieu account (31213002-50001) Expenditures Accounts Park Improvement account (05113263-66220) Residential Development District 2 (31213260- 66220) Residential Development District 2 In Lieu (31213261- 66220) Funds are available in FY 2017-18 accounts as follows: Unit $ 53,941 $141,891 $ 25,568 $ 53,941 $141,891 $ 25,568 Amount Park Improvements account (05113263-66220) $ 53,941 Residential Development District 2 account (31213260-66220) $141,891 Residential Development District 2 In Lieu account (31213261-66220) $ 25,568 9�,L4"g m_�A Gerardo Mouet Executive DirectoIr Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency 20Ci-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO HUNTINGTON BEACH HONDA FOR TWO HONDA PIONEER UTILITY VEHICLES (SPEC. NO. 18-007) (STRATEGIC PLAN NO. 6,2) �1 N RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Huntington Beach Honda for the procurement of two 2017 Honda Pioneer utility vehicles in an amount not to exceed $48,930, subject to non -substantive changes approved by the City Manager and City Attorney. The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Santa Ana Police Department is in need of two new utility vehicles for the Civic Center Detail and Park Ranger program to replace existing golf carts that are over 15 years old and unreliable due to their age. The recommended vehicles are designed for off -road use and will provide access to areas that regular patrol vehicles cannot enter. Originally, staff reviewed the option of purchasing electric powered utility vehicles for the Police Department. However, after reviewing the specifications with Police, it was determined that the maximum speed of 25 miles per hour was insufficient for a typical patrol pursuit. Additionally, the electric powered vehicles did not have the adequate wheelbase to effectively patrol hard to reach terrain. The proposed vehicles will allow officers assigned to special detail assignments to more quickly and efficiently move throughout the Civic Center Complex as well as assist with special enforcement along the Santa Ana Riverbed, various City parks, and the Santiago Creek. The Notice Inviting Bids was advertised on January 23, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 6 Vendors notified 5 Vendors downloaded the bid packet 1 Bid received 0 Bids received from Santa Ana vendors 22A-1 Contract Award for Honda May 1, 2018 Page 2 Pioneer Utility Vehicles The bid was opened on February 28, 2018, and evaluated. The bid from Huntington Beach Honda is responsive to the specifications and meets the City's requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $48,930 are available in FY 2017-18 Police Civic Center Security account (07414400-66400). m Chief of Police Santa Ana Police Department CL/sp APPROVED AS TO FUNDS AND ACCOUNTS: A:k\Qcc�sA7C -L--) �, . Francisco Gutierrez V L Executive Director Finance and Management Services Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO RACEWAY FORD FOR FOUR MAINTENANCE UTILITY TRUCKS (NON -GENERAL FUND) (SPECIFICATION NO.18-011) (STRATEGIC PLAN NO. 6,2) r-yaw/bil CI ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Raceway Ford for the purchase of four Ford F-350 trucks with utility body in the amount of $227,415, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Public Works Agency Water Resources Division is responsible for providing safe, high quality drinking water and proper sewerage services for the City's residents and businesses. The Water Resources Division is in the process of filling vacant Water Quality Inspector positions whose duties include the collection and transporting of water samples, responding to customer water quality concerns, performing cross - connection inspections, and Fats, Oils and Grease (FOG) Program inspections of food service facilities. These positions require daily use of a truck with a utility body to store and transport tools, equipment, and supplies to provide ongoing maintenance, testing, and inspection of the City's water and sewer infrastructure. Without these trucks, the Water Quality Inspectors will not be able to perform their duties. The Notice Inviting Bids was advertised on January 30, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 43 Vendors notified 11 Vendors downloaded the bid packet 1 Bid received 22B-1 Contract Award for Four F-350 Maintenance Trucks May 1, 2018 Page 2 0 Bid received from Santa Ana vendors The bid was opened on March 6, 2018, and evaluated. The bid submitted by Raceway Ford is responsive to the specifications and meets the City requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $227,415 are.available in the FY 2017-18 Water Quality account (No. 06017644-66400). EYn�"IWWlliam" G a I v , P.E. Acting Executive Director Public Works Agency EWG/CIJsp APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Y Executive Director zz� "`t�,olti uw Finance and Management Services Agency 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO NAKA ENGINEERING & CONST. INC. FOR A FENCE AT THE SANTA ANA LIBRARY (SPECIFICATION NO. 18-015) {STRATEGIC PLAN NO. 5, 4} i CltJ MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: F1»C1e]941% ❑ As Recommended ❑ As Amended ❑ Ordinance on 15' Reading ❑ Ordinance on 2n0 Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Reject the bid Total Fence Solutions, Inc. as nonresponsive. Vendor unable to supply required gate locks and panic hardware. 2. Award a one-time purchase and payment of purchase order to Naka Engineering & Const. Inc. for the purchase and installation of a decorative fence at the Santa Ana Library in an amount not to exceed $139,700 plus a $13,970 contingency for a total amount not to exceed $153,670, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Parks, Recreation and Community Services Agency oversees the Santa Ana Public Library. The Agency wishes to improve that facility by expanding the patio area of the Children's Library and the patio area on the east side of the library by installing new perimeter fence around these areas. The expansion of the Children's Library patio will allow staff to provide various programs. After the fence is installed additional improvements will include a children's performance area, garden, reading area and an arts and crafts work area. The expansion of the east side patio will also allow staff to conduct additional programming. The notice inviting bids was advertised on February 5, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 41 Vendors were notified 25 Vendors downloaded the bid packet 22C-1 Purchase Order Award for Fence Installation May 1, 2018 Page 2 9 Bid received 1 Bid received from a Santa Ana Vendor The bids were opened on March 13, 2018, and evaluated (Exhibit 1). The bid received from Naka Engineering & Const. Inc. is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $13,970 contingency is included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal # 5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds in the amount of $153,670 are available in FY 2017-18 Residential Develop District 2 account(31213260-66220). Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency FA/d s/sp Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance and Management Services Agency 22Ci-2 ABSTRACT OF BIDS SANTA ANA LIBRARY FENCE (18-015) BIDDER LOCATION TOTAL Ace Fence Company La Puente $250,405.21 Alcorn Fence Company Sun Valley $253,144.89 Asia General Contractors Inc. Los Angeles $401,320.00 Iron Work Industries, Inc. Santa Ana $187,397.10 * Naka Engineering & Const. Inc. Laguna Hills a$139,700.Q9 Quality Fence Co. Inc. Paramount $167,050.00 RS Construction & Development Inc. Upland $177,000.00 Team West Contracting Corp. Bloomington $206,384.00 * Includes 1% Local Vendor Preference EXHIBIT 1 22C-3 22C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO GUARANTY CHEVROLET MOTORS, INC. FOR A PARKING METER MAINTENANCE TRUCK (NON -GENERAL FUND) (SPECIFICATION NO. 18-020) (STRATEGIC PLAN NO. 6, 2) i I Y MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Guaranty Chevrolet Motors, Inc., for the procurement of one Chevrolet Colorado truck in the amount of $39,415, subject to non -substantive changes approved by the City Manager and City Attorney. The Finance and Management Services Agency, Facilities, Fleet Maintenance and Central Stores Division is responsible for the acquisition, maintenance, repair, and replacement of vehicles, trucks, and maintenance equipment. The Finance and Management Services Agency is in need of a truck to replace an existing maintenance vehicle for the Parking Meter Maintenance Division. The existing maintenance vehicle was purchased in 2013 and has proven to be unreliable and is no longer in service. The replacement Colorado will include all necessary lighting along with tool storage compartments and a Tommy Gate bed lift to safely lift the meters and collected money when needed. The Notice Inviting Bids was advertised on February 20, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 44 Vendors notified 6 Vendors downloaded the bid packet 1 Bid received 1 Bid received from a Santa Ana vendor 22D-1 Contract Award for Parking Meter Maintenance Truck May 1, 2018 Page 2 The bid was opened on March 20, 2018, and evaluated. The bid received from Guaranty Chevrolet Motors, Inc., a Santa Ana vendor, is responsive to the specifications and meets the City requirements. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal #6 — Community Facilities & Infrastructure, Objective #2 (address deferred maintenance on City buildings and equipment). FISCAL IMPACT Funds in the amount of $39,415 are available in FY 2017-18 Parking Meter account (02710131- 66400). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco utierrez Executive Director Finance and Management Services Agency FG/CL/sp 11112 22D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: AWARD PURCHASE ORDER TO HARRIS STEEL FENCE CO., INC. FOR FENCE AND BOLLARDS (SPECIFICATION NO. 18-026) (STRATEGIC PLAN NO. 5,4) I CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r_1,=d61T/OW ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a one-time purchase and payment of purchase order to Hams Steel Fence Co., Inc. to construct and install a decorative fence and bollards in the Civic Center area in the amount of $78,651 plus a $7,865 contingency, for a total amount not to exceed $86,516, subject to non - substantive changes approved by the City Manager and City Attorney. The Parks, Recreation and Community Services Agency (PRCSA) is responsible for maintaining the Civic Center as part of the Civic Center Joint Powers Authority. As part of the City's effort to reduce water consumption, PRCSA executed a couple of drought tolerant projects. In 2016, the Arid Garden Underground Aquifer (AGUA) project, which is south of the Library and adjacent to the Library parking structure, replaced grass turf with drought tolerant landscape. In 2017, various drought -tolerant grasses were planted next to the AGUA project, replacing yet more grass turf in the Civic Center. Awarding this contract will continue the drought tolerant improvement by installing a pipe railing fence between the Library and City Hall Ross Annex. These projects are intended to not only reduce the City's water consumption, but also serve as a teaching tool for the public to learn about drought tolerant landscaping. The notice inviting bids was advertised on February 28, 2018, on the City's online bid management and publication system. A summary of the bid invitations and bids received is as follows: 42 Vendors were notified 23 Vendors downloaded the bid packet 5 Bid received 0 Bid received from Santa Ana Vendors 22E-1 Award Purchase Order for Fence and Bollards May 1, 2018 Page 2 The bids were opened on March 28, 2018 and evaluated (Exhibit 1). The bid received from Harris Steel Fence Co., Inc. is responsive to the specifications and meets the City's requirements. To allow for unanticipated charges, a $7,865 contingency has been included in the award amount. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Strategic Plan Goal # 5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (support neighborhood vitality and livability). FISCAL IMPACT Funds in the amount $ 86,516 are available in FY 2017-18 Civic Center Capital Projects account (07413260-66220). Gerardo Mouet Executive Director Parks, Recreation Agency FA/do/sp Community Services Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez ulcz Executive Director Finance and Management Services Agency 22E-2 ABSTRACT OF BIDS FENCE AND BOLLARDS CIVIC CENTER PROJECT (18-026) BIDDER Asia General Contractors, Inc. Corner Keystone Construction Corp. Harris Steel Fence Co., Inc. Naka Engineering & Const. Inc. RS Construction & Development Inc. LOCATION TOTAL Los Angeles $ 182,300.00 Walnut $ 86,399.70 Los Angeles $ 78,651.00 Laguna Hills $ 153,600.00 Upland $ 106,104.74 EXHIBIT 1 22E-3 22E-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE AN AGREEMENT WITH MGT OF AMERICA, INC., FOR FEDERALLY COMPLIANT COST ALLOCATION PLAN PREPARATION AND INTERNAL SERVICE FUND ALLOCATION STUDY (STRATEGIC PLAN NO.6, 1G) CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with MGT of America, Inc., for the three-year term beginning May 1, 2018, and expiring on April 30, 2021, with provision for two one-year extensions exercisable by the City Manager and City Attorney, to prepare annual Code of Federal Regulations (CFR) Part 200 compliant Cost Allocation Plans necessary for state and federal grant reimbursement, and an Internal Service Fund Allocation Study, in the amount of $151,825 for the term of the agreement, including any approved extensions, plus a 10 percent contingency of $15,183, for a total amount not to exceed $167,008, subject to nonsubstantive changes approved by the City Manager and City Attorney. DISCUSSION A majority of the grants awarded to the Public Works Agency from the California Department of Transportation (Caltrans) and the Orange County Transportation Authority (OCTA) Comprehensive Transportation Funding Program for the City's Capital Improvement Program projects are distributed on a reimbursement claim basis. To receive the grant funds, Public Works Agency staff must submit detailed reimbursement documentation, as required by the respective funding agencies. However, because state and federal grant reimbursement requests include both direct and indirect City employee labor costs, a federally compliant Cost Allocation Plan is required that calculates the appropriate Indirect Cost Rate percentage applicable for reimbursement claims. OCTA requires a third -party review of the annual Indirect Cost Rate Proposal calculations, and will not process reimbursement for projects unless a 2 CFR Part 200 compliant Cost Allocation Plan is prepared and accepted by Caltrans within the appropriate fiscal year. A similar Fund Allocation Study is needed for the Public Works Agency Administrative Services Division (Division). The Division budget is characterized as an Internal Service Fund and is funded by cross charges to internal Public Works departments. The cross charges have been 25A-1 Agreement with MGT of America, Inc., for Cost Allocation Plans and Internal Service Fund Allocation Study May 1, 2018 Page 2 set each year based on a historical assessment of, services provided by the Division. A formal Fund Allocation Study will ensure that the annual cross charges accurately and equitably allocates the true costs of the Division programs and services. The results of the study will be used in preparing future Public Works Agency annual budgets. On February 22, 2018, the Public Works Agency released a Request for Proposals (RFP) on the City's website and PlanetBids, seeking consultant services to prepare engineering services Cost Allocation Plans for Fiscal Years (FY) 2016/2017, 2017/2018, and 2018/2019, and an Internal Service Fund Allocation Study of the Public Works Administrative Services Division Internal Service Rate calculations. According to PlanetBids data, a total of 21 prospective bidders downloaded the RFP. On March 7, 2018, two proposals were received and subsequently evaluated by a selection committee comprised of staff from the Public Works Agency for content and responsiveness to the RFP. Each firm was rated according to its firm/team experience, understanding of need, relevant project experience, schedule, and proposed cost and pricing data. The following is the list of firms and their respective evaluation scores: Rank Firm Score 1 MGT of America, Inc. 92.2 2 Matrix Consulting Group 83.6 The proposal by MGT of America, Inc., met all the evaluation criteria and required services listed in the RFP. Because of their ranking, qualifications, project experience, and scope of work understanding, their proposal was found to provide the best value for the requested services. Staff therefore recommends that the top firm, MGT of America, Inc., be retained to provide consulting services to prepare 2 CFR Part 200 compliant Cost Allocation Plans necessary for state and capital improvement project reimbursement, and to complete an Internal Service Fund Allocation Study for the Public Works Administrative Services Division for a fee in an amount not to exceed $151,825, based on the schedule of rates and fees incorporated into the agreement (Exhibit 1) to perform the services detailed in the Agreement Scope of Work (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). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. 25A-2 Agreement with MGT of America, Inc., for Cost Allocation Plans and Internal Service Fund Allocation Study May 1, 2018 Page 3 FISCAL IMPACT The agreement cost distribution by Scope of Work is as follows: sope of Work Service Fund Fee $38,500 Total $3,850 1 $42,350 Allocation Plans•--'" $66,310I $23,2171 $23,798I $11,333I $124,658 TOTALS: 183 Funds in the amount of $42,350 for the Internal Service Fund Allocation Study are budgeted and available for expenditure and encumbrance in Fiscal Year 2017/2018 in the Public Works Administrative Services Contractual Services Account (No. 10117601-62300). Funds for the Engineering Services Cost Allocation Plan will be budgeted in the Engineering Services Design Engineering Contractual Services account (No. 08617612-62300) and in the annual Project Development Capital Improvement Program project, Measure M2 Fairshare Fund (Account No. 03217662-66220) in FY 2018/2019, FY 2019/2020, and FY 2020/2021; and FY 2021/2022 and FY 2022/2023, if the renewal options are exercised in the following accounts. The estimated spending plan is as follows: "�` I Engineering Services Cost Fund Allocation Allocation Plans Study FISCAL YEAR ACCOUNT NO. 10117601-62300 ACCOUNT NO. 08617612-62300 ACCOUNT NO. 03217662-66220 TOTALS 2017-2018 $42,350 $42,350 2018-2019 $10,000 $13,716 $23,716 2019-2020 $10,000 $14,309 $24,309 2020-2021 $10,000 $14,916 $24,916 3-Year Term SUBTOTAL: $42,350 $30,000 $42,941 $115,291 Optional: 2021-2022 $10,000 $15,539 $25,539 2022-2023 $10,000 $16,178 $26,178 2-Year Extension SUBTOTAL: $20,000 $31,717 $51,717 TOTAL: $42,350 $50,000 $74,658 1 $167,008 25A-3 Agreement with MGT of America, Inc., for Cost Allocation Plans and Internal Service Fund Allocation Study May 1, 2018 Page 4 Any unspent and encumbered balances will be carried forward into subsequent fiscal years as needed to fulfill the agreement. &�Q Edwin "William" Galv , P.E. Acting Executive Director Public Works Agency EWG/JG/HG APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Management Services Agency Exhibits: 1. RFP No. 18-023 — Cost Allocation Plan and Internal Services Fund Allocation Study 2. Agreement with MGT of America, Inc. (including Proposal & Fee Schedule) 25A-4 REQUEST FOR PROPOSALS (RFP) FOR FULL COST ALLOCATION PLAN FOR ENGINEERING SERVICES ""I INTERNAL SERVICES FUND ALLOCATION STUDY FOR PUBLIC WORKS ADMINISTRATIVE SERVICES RFP NO.: 18-023 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Hayley Gilbert Project Manager (714) 647-5059 Office hgilbert asanta-ana.ora for Release: KEY RFP DATES (Subject to change at discretion of City): Issue Date: Letter of Intent: (optional) Deadline for Requests for Information: Proposal Due Date: Projected Award Date: Thursday February 22, 2018 Thursday March 1, 2018 Tuesday March 1, 2018 Tuesday March 8, 2018; 3:00pm. Tuesday April 3, 2018 Exhibit 1 Jason Gabriel Principal Civil Engineer Public Works Agency 25A-5 NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for a Full Cost Allocation Plan for Engineering Services and/or an Internal Service Fund Allocation Study for Public Works Administrative Services. Responses to this Request for Proposals (RFP) will be accepted until Thursday, March 8, 2018 at 3:00 p.m. Proposals received after this date/time will not be considered. It is the responsibility of the proposer to ensure that any proposals submitted have sufficient time to be received by the City of Santa Ana prior to this proposal due date and time. Proposals shall be enclosed in a sealed envelope and marked clearly with following information, formatted as follows: "SEALED PROPOSAL FOR FULL COST ALLOCATION PLAN AND/OR INTERNAL SERVICE FUND ALLOCATON STUDY FOR PUBLIC WORKS ADMINISTRATIVE SERVICES RFP NO.18-023 IN THE CITY OF SANTA ANA DO NOT OPEN WITH REGULAR MAIL." City of Santa Ana Attn.: Hayley Gilbert Public Works Agency; 20 Civic Center Plaza; 3rd Floor Reception, Ross Annex Santa Ana, CA 92701 Proposals shall be mailed, band delivered, or sent by courier service. Proposals shall NOT be sent via telegraphic, electronic or facsimile. All notifications, updates and addenda will be posted on the City's RFP Bid page at www.santa- ana.ore/bids-rfos. 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. LETTER OF INTENT - Interested firms shall submit a Letter of Intent of their pending proposal to the noted Project Manager by the required date as shown on the cover page of this RFP. Letters shall be forwarded via certified mail or email and shall include the following information: 1. Use formal company letterhead. 2. Indication of company interest in the RFP. 3. Acknowledgement of candidate's responsibility to monitor the City's website for any amendments or modifications to the RFP. 4. Provision of correct, complete contact information. City of Santa Ana RFP 18-023 2v&A 6 TABLE OF CONTENTS I. INTRODUCTION / PROJECT DESCRIPTION H. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES B. PROPOSER RESPONSIBILITIES C. REQUEST FOR INFORMATION OR CLARIFICATION D. ADDENDA E. LICENSES & PERMITS F. INSURANCE G. INFORMATION PACKET H. PRE -PROPOSAL MEETING I. CITY RIGHT TO REJECT J. BID PROTESTS III. SUBMITTAL REQUIREMENTS A. GENERAL B. PROPOSAL CONTENTS 1. STATEMENT OF QUALIFICATIONS 2. SCOPE OF SERVICES AND SCHEDULE 3. FEE PROPOSAL 4. CERTIFICATIONS IV. PROPOSAL REVIEW (CONSULTANT SELECTION A. EVALUATION AND RATING B. SELECTION V. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION B. EXECUTION OF AGREEMENT VI. IMPLEMENTATION A KICK-OFF MEETING B. NOTICE TO PROCEED VH. PUBLIC RECORDS VIII. APPENDIX ATTACHMENT 1: SCOPE OF WORK ATTACHMENT 2: AGREEMENT ATTACHMENT 3: CERTIFICATIONS City of Santa Ana RFP 18-023 2'.*,Ai=7 M I. INTRODUCTION / PROJECT DESCRIPTION Nature of Work: The City of Santa Ana is requesting sealed proposals for a Full Cost Allocation Plan for Engineering Services and/or an Internal Service Fund Allocation Study for Public Works Administrative Services. Proposers may respond to one of both of the aforementioned projects. A detailed Scope of Work is included in the Appendix of this RFP as Attachment 1. Number ofPr000sals and Signature: Five (5) hard copies and one (1) digital file on labeled USB Flash Drive (or equivalent). One of the hard copies shall be marked as "ORIGINAL' and shall be signed by a company official with the power to bind the company and submitted to the City of Santa Ana. One (1) copy of your Fee Proposal shall be submitted. The Statement of Qualifications shall be limited to a maximum of (10) double -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum I I" x 17". ronosal Evaluation and Rating: The criteria for evaluating the proposals submitted will take the following items into consideration: • Firm/Team Experience 20% • Understanding of Need 25% • Relevant Project Experience 25% • Schedule 20% • Cost Proposal 10% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. City of Santa Ana RFP 18-023 P2SA-8 Proiect Funding: Project is partially funded with Special Gas Tax funds. Special conditions may apply. Refer to Attachment 1 (Scope of Work) in the Appendix of this RFP. City of Santa Ana RFP 18-023 125A-9 II. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibilities for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e-mail to the Project Manager (contact information as noted on the cover page to this RFP) no fewer than five (5) calendar days prior to the date and time set for opening of proposals. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP. D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City's website, santa-ana.ore/bids-rfps as set forth in the Notice Inviting Proposals. Addenda shall become part of the agreement documents. E. LICENSES & PERMITS The selected proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City projects manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The Selected Proposer shall provide the required evidence of insurance coverage as set forth in the Scope of Work within ten (10) business days after receipt of notice that the contract has been awarded. Failure to provide the required insurance certificates shall be cause for the annulment of the award and the forfeiture of the proposal guaranty. City of Santa Ana RFP Page 3 25A-10 G. PAYMENT INFORMATION PACKET The selected proposer shall return a completed payment information packet within ten (10) business days after the successful proposer has received notice that the contract has been awarded. The packet is available on the City's website: santa-ana.org/bids-r—fps. H. PRE -PROPOSAL MEETING Should a pre -proposal be scheduled, the date, time and location is identified on the cover page of this RFP. The meeting will include discussion of the project scope and a question - and -answer session. It is highly recommended that the Proposer's key team members attend this meeting. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in "Section D: Addenda." I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any contract will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful proposer and the City shall assume no liability of such subcontractors. J. BID PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or stab determination. Such writing shall be considered by the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. City of Santa Ana RFP Page 4 25A-11 A. GENERAL 1. The number of Proposal Copies and signature is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. II. Deadline: Proposals are due to the City of Santa Ana at the date, time, and location specified in the Notice Inviting Proposals. B. PROPOSAL CONTENTS The proposal format and page limitation, if any, is specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. I. STATEMENT OF QUALIFICATIONS a. Cover Letter — Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. b. Contract Agreement Statement: Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Agreement attached herein as Attachment 2 in the Appendix. c. Firm and Team Experience: Proposal shall include a profile of the firm's experience. Include resumes of project team/sub-consultants that will be providing services which outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. d. Understanding of Need: Proposal shall include an outline which demonstrates the fum's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. e. Relevant Project Experience: Proposal shall include a list of projects which your firm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. City of Santa Ana RFP Page 5 25A-12 IV V. f. References: Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES AND SCHEDULE: Proposal shall include a Scope of Services and Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment I of this RFP. FEE PROPOSAL: The fee proposal shall be submitted concurrently with the technical proposal, but in a separately sealed envelope, clearly labeled as "Fee Proposal." This shall include the firm's Standard Hourly Fee Schedule, a table outlining the tasks and team hourly effort for each of the major tasks, and a Project Fee Schedule as outlined in the Scope of Work. The fee proposal will not be opened until the proposals have been evaluated by the proposal selection committee. The City will select the consultant based on qualifications, and then negotiate a contract price based on available funding. 4. CERTIFICATIONS: The following forms shall be signed and included as part of the proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING The criteria for evaluating the proposals are specified in: RFP SECTION I - INTRODUCTION / PROJECT DESCRIPTION. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the contract to the proposer who will provide the best value to the City. City reserves the right to begin negotiations and enter into a contract without interview or further discussions. CONTRACT AWARD A. REQUEST FOR COUNCIL ACTION City of Santa Ana RFP Page 6 25A-13 VI. Following evaluation and rating by the proposal review committee, the Project Manager will recommend award of a contract to the proposer providing the best value to the City. B. EXECUTION OF AGREEMENT The Scope of Services, Schedule, and Fees submitted in the proposal will be the basis of any negotiation of final terms which will lead to a completed agreement ready for execution based on the standard Agreement attached herein as Attachment 2 in the Appendix. A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all required bonds, insurance documents and contents of the Information Packet have been received and approved. For "On -Call' contracts, Consultant will be notified by individual City Project Managers on a case -by -case basis to request project/task specific proposals. Written NTPs will be then issued accordingly. VII. PUBLIC RECORDS All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall become property of the City. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. Proposals will become public record after award of contract. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. City of Santa Ana RFP Page 7 25A-14 Appendix ATTACffiVMNT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR FULL COST ALLOCATION PLAN FOR ENGINEERING SERVICES AND/OR INTERNAL SERVICE FUND ALLOCATION STUDY FOR PUBLIC WORKS ADMINISTRATIVE SERVICES RFP NO.: 18-023 Proposers may respond to one or both of the projects detailed below: (1) FULL COST ALLOCATION PLAN FOR ENGINEERING SERVICES Background The City of Santa Ana is the only city in Orange County delivering capital projects using in- house staff to design and perform construction management with an expectation of full cost recovery. Therefore, overhead cost rates will deviate from a majority of other Orange County cities utilizing general fund subsidies. In 2016, the City hired a consultant to complete preparation of an Indirect Cost Rate Proposal and cost reimbursement services related to the Capital Improvement Program (CIP) for the Public Works Agency. The City of Santa Ana Public Works Agency is currently seeking consultant proposals to prepare fiscal year (FY) 16/17, FY 17/18, and FY 18/19 Cost Allocation Plans that are acceptable to federal, state, and local grant agencies. It is critical that the FY 16/17 Cost Allocation Plan is completed, submitted, and accepted by local funding agencies prior to the end of the current fiscal year, which ends June 30, 2017. The City's last updated Cost Allocation Plan was completed for FY 15/16. Most of the grants awarded to the Public Works Agency from Caltrans and the Orange County Transportation Authority (OCTA) Comprehensive Transportation Funding Program for the City's Capital Improvement Program (CIP) projects are distributed on a reimbursement basis. To receive the grant funds, Public Works staff must submit detailed reimbursement documentation, as required by the respective funding agencies. However, because the reimbursement requests include both direct and indirect City employee labor costs, an approved Cost Allocation Plan is required that calculates the appropriate Indirect Cost Rate percentage that can be used. Purvose The purpose of this project is to ensure that the City of Santa Ana has abasis of applying comprehensive overhead rates and is accurately accounting for the true cost of providing various services within Public Works Agency. A Full Cost Allocation Plan is able to allocate all indirect costs. Additionally, best practices, accounting standards and OMB 2 CFR Part 225 make it necessary for the City to maintain a well -documented Cost Allocation Plan that will help it to appropriately allocate general and administrative costs in its budget; properly identify overhead rates that can be used in the calculation of billable hourly rates for federal and state grants, user fees, and reimbursements from other governmental agencies. The City's goal is to have a well - City of Santa Ana RFP 18-023 Z5*j15 documented and defensible Cost Allocation Plan prepared annually that will identify rates that can be used to recover billable hourly costs for services and develop user fees that comply with Proposition 218. Scope of Services Prepare the City's Full Cost Allocation Plan for FY 16/17; FY 17/18; and FY 18/19 (total cost plan and an OMB 2 CFR Part 225 plan), which may include the following elements (if the consultant feels that additional tasks are warranted, they must be clearly identified in the consultant's proposal): A. Work and meet with selected City staff to refine the project scope, purpose, uses and goals of the City's Full Cost Allocation Plan to ensure that the study will be both accurate and appropriate to the City's needs. Review project schedule and answer any questions pertaining to the successful development of the study. B. If necessary, meet with staff and conduct interviews as needed to gain an understanding of the Public Work Agency's processes and operations. This includes where certain services and functions are performed together or shared through cooperation between different divisions. Costs should be identified so that they can be allocated to and tracked accordingly. C. Identify the total cost of providing each City service at the appropriate activity level and in a manner that is consistent with all applicable laws, statutes, rules and regulations governing the collection of fees, rates, and charges by public entities including, but not limited to, the State Controller's Office Guidelines for Cost Claiming and OMB 2 CFR Part 225 standards. D. Develop a Full Cost Allocation Model using budgeted and/or actual data for calculating the full costs of providing each City service. The requirements of the model should allow for: a. Additions, revisions, or removal of direct and overhead costs so that the full Cost Allocation Plan can be easily adapted to a range of activities, both simple and complex. b. The ability of the City to continuously update the model and full Cost Allocation Plan from year to year as the organization changes. c. The addition of hypothetical service area information for future service enhancements, and the ability to calculate the estimated costs of providing the service under consideration (i.e. ad -hoc analysis). E. Report on other matters that come to your attention in the course of your evaluation that in your professional opinion the City should consider. F. Present the plan to the City's management group and make necessary adjustments as requested. G. Prepare and deliver presentations (as needed) to the Council to facilitate their understanding of the plan and its implications to the City. H. Provide the City with an electronic copy of the final comprehensive review, including related schedules and cost documentation in a format such as Microsoft Word and City of Santa Ana RFP 18-023 �XI-16 Microsoft Excel that can be edited and updated by City staff to accommodate changes in the organization or changes in cost. I. Prepare a final report and provide five bound copies, one unbound copy, and a single Microsoft Excel and PDF file of the Full Cost Recovery Plan that can be made available to City staff. Models, tables and graphs should be provided in Microsoft Excel. Any Cost Allocation Model revisions developed shall also be made available to the City in Microsoft Excel and PDF formats, providing the ability to add, delete and/or update information as needed. J. Provide a computer based model in Microsoft Excel for adjusting these fees and charges for the City's current and future needs and provide the City with an electronic copy of the final comprehensive study, including related schedules and cost documentation in a format that can be edited and updated by City staff to accommodate changes in the organization or changes in costs. K. Consult with City staff should the need arise to defend the Cost Allocation Plan as a result of audits or other challenges. L. Identification of an appropriate agency to review the Cost Allocation Plan, and establish a process for obtaining the approvals. Protect Timeline and Pricing It is critical that the FY 16/17 Cost Allocation Plan is completed, submitted, and accepted by local funding agencies at earliest possible date, not to exceed the end of the current fiscal year of June 30, 2017. In subsequent years, preparation of the Cost Allocation Plan shall be prepared following the close of books for the previous fiscal year (approximated timeframe of December). The Consultant shall provide a project schedule that outlines individual tasks, milestones, and deliverables. Any major change to the project schedule must be approved by the City. Provide a description of the project budget itemized according to the Firm's proposed timeline and broken into each service of phase of work, such as the planning, development, and/or implementation phase. Fees for subsequent years to update the Plan of Fees should the City choose to continue service. City of Santa Ana RFP 18-023 25ANIP7 (2) INTERNAL SERVICE FUND ALLOCATION STUDY The following additional work will be added at the City's discretion. Proposers must confirm that they are able to perform this type of work and allocate an estimated 175 hours in their Fee Proposal. A detailed Scope of Work and negotiated fee will be established prior to the Notice to Proceed. Scope of Work The City of Santa Ana Public Works Agency (PWA) is requesting proposals from qualified firms for an Internal Service Fund Allocation Study of its Administrative Services Division (Division). The Division budget is characterized as an Internal Service Fund. Rates are currently set each year based on a historical assessment of services provided to other PWA departments. The purpose of this study is to ensure that the annual assessment accurately and equitably allocates the true costs of the Division programs and services. The results of this study will be used in preparing the Division's FY 2019/20 budget. It is expected that the experience and expertise of the selected Consultant on this subject matter will inform the final project deliverables. It is also expected that all recommendations of the selected Consultant will be consistent with any governing laws and regulations, including, but not limited to, the Federal Office of Management and Budget. At minimum, the following deliverables must be provided: • Review of the Division's programs and services provided to PWA. • Identify all inter -agency customers. • Determine the bases for allocating costs. • Prepare a cost allocation methodology for distributing annual costs to all inter -agency customers. • Calculate Division Internal Services Rate that can be used in support of the Engineering Services Indirect Cost Rate for reimbursement of grants. • Recommend Best Management Practice guidelines related to: — Annual reconciliation of actual costs for services rendered — Cost recovery proceeds in excess of actual costs — Schedule for follow-up Internal Service Fund Allocation studies City of Santa Anna R�yFP 18-023 25A a 8 City of Santa AAnagRFP 18-023 W- 11 2 9 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2018 by and between , ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of The City of Santa Ana is seeking a Full Cost Allocation Plan for Engineering Services and/or Internal Services Fund Allocation Study for Public Works Administrative Services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant Linder 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 Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $xxxxxx during the term of this Agreement, including any extension periods exercised under Section 3. City of Santa Ana RFP Page A2-1 25A-20 b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the (3) year term with the option for the City exercisable by a writing by the City Managei accordance with Section 16, below. 4. PREVAILING WAGES date first written above for a three grant up to two (1)-year renewals, and the City Attorney, unless terminated earlier in Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., (`Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all 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 City of Santa Ana RFP Page A2-2 25A-21 be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. City of Santa Ana RFP Page A2-3 25A-22 f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal 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. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. City of Santa Ana RFP Page A2-4 25A-23 Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services. Conflict may be further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 13. DISCRIMIINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations and as further specified in Certifications - Exhibit C, attached hereto and incorporated in this Agreement by reference. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or City of Santa Ana RFP Page A2-5 25A-24 otherwise, have been made by any party, or anyone acting on behalf of any parry, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. City of Santa Ana RFP Page A2-6 25A-25 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Additional provisions, if any, are identified as Additional Provisions, Exhibit D, attached hereto and incorporated into this Agreement by reference. No Exhibit D is attached in the absence of additional provisions. b. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by fast 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: City of Santa Ana RFP Page A2-7 25A-26 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: JasonPrint Gabriel Sonia ho Principal Civil Engineer, PWA tt rneyCary City Attorney City of Santa Ana City of Santa Ana 20 Civic Center Plaza (M-21) 20 Civic Center Plaza (M-29) P.O. Box 1988 P.O. Box 1988 Santa Ana, California 92702 Santa Ana, California 92702 Fax: 714- 647-5635 Fax: 714- 647-6515 i To Consultant: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: 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. City of Santa Ana RFP Page A2-8 25A-27 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: John Funk Assistant City Attorney RECOMMENDED FOR APPROVAL: Executive Director Public Works Agency Rev. 9-20-2017 CITY OF SANTA ANA Raul Godinez H City Manager CONSULTANT: (name) (title) Tax ID# City of Santa Ana RFP Page A2-9 25A-28 Mu 111,31 SCOPE OF SERVICES City of Santa Ana RFP Page A2-10 25A-29 COMPENSATION Fee Proposal including hourly rates (from Consultant Proposal) The total compensation may include a line item for the cost from the Fee Proposal, followed by a line item for any contingency, followed by a grand total not to exceed (NTE) Amount. This is what may be transferred to the front page of the contract. City of Santa Ana RFP Page A2-11 25A-30 EXmrr C CERTIFICATIONS C-1 through C-3 City of Santa Ana RFP Page A2-12 25A-31 ADDITIONAL PROVISIONS Caltrans Forms City of Santa Ana RFP Page A2-13 25A-32 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof; or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signature portion thereof shall also constitute signature of this Non -collusion Affidavit. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or affirmed) before me on this _ day of . 20, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Notary Public Signature Notary Public Seal City of Santa Ana RFP Page A3-1 25A-33 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure, The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub recipients shall certify and disclose accordingly. Firm Signed and Printed Name: Title Date City of Santa Ana RFP Page A3-2 25A-34 The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page AM 25A-35 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: Page A3-4 25A-36 EXHIBIT 2 AGREEMENT TO PROVIDE FULL COST ALLOCATION PLAN AND INTERNAL SERVICE FUND ALLOCATION STUDY THIS AGREEMENT; is made and entered into this 1st day of May, 2018 by and between MGT o'C ., America-Cdn`sulting; LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corpbid tion organized and existing under the Constitution and laws of the State of California Mity")• RECITALS A. On February 22, 2018, the City issued Request for Proposal No. 18-023, by which it sought a consultant to provide a full cost allocation plan and internal service fund allocation study for the Engineering and Administrative Services Divisions of the 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. 18-023. 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 mayreasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 18-023 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the term of this Agreement, including any extension periods, shall not exceed:$167,008. This sum is comprised of (1) the base amount of $151825 aril (2) a 10%a,,�pntingency in the amount -_of $15,-183 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of Pa e 1 of 8 29A-37 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on April 30, 2021, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for up to two 1-year periods upon a writing executed by the City Manager and CityAttorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on `public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRATOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Page 2 of 8 25A-38 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 subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b)'be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance, Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be famished to the City upon execution of this Agreement and shall be approved by the City. AA39 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable reliefdue to personal or property rights arises by reason of the teams of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEIVINMCATION 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 Page 4 of 8 25A-40 product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: P e5of8 29A-41 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 Fax 714-647-5635 To Consultant: MGT Consulting Group 2251 Harvard Street, Suite 134 Sacramento, CA 95815 Attn: Brad Wilkes A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. ERCLUSIVIT'Y AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior Page 6 of 8 25A-42 written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recnritment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Pa e7of6 29A-43 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: D J#n M. Funk ssistant City Attorney RECOMMENDED FOR APPROVAL Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager CONSULTANT Name: Title: Page 8 of 8 25A-44 EXHIBIT A ELECTRONIC COPY RFP NO. 18-023 MARCH 8, 2018 PROPOSAL FOR FULL COST ALLOCATION PLAN / ISF ALLOCATION STUDY CITY OF SANTA ANA, CALIFORNIA PUBLIC WORKS ADMINISTRATIVE SERVICES WWW.MGTCONSULTING.COM ****+ M GT CONSULTING GROUP SUBMITTED TO: HAYLEY GILBERT CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 CIVIC CENTER PLAZA, 3RD FLOOR RECEPTION, ROSS ANNEX SANTA ANA, CA 92701 SUBMITTED BY: J. BRADLEY BURGESS EXECUTIVE VICE PRESIDENT 2251 HARVARD STREET, SUITE 134 SACRAMENTO, CA 95815 916.443.3411 hburcessgm atconsu Itinz.com BRAD WILKES DIRECTOR 2251 HARVARD STREET, SUITE 134 SACRAM ENTO, CA 95815 916.990.1256 Ibradwilkes@ema il.com 25A-45 CITY OF SANTA ANA, CALIFORNIA RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY MARCH 8, 2018 TABLE OF CONTENTS I. STATEMENT OF QUALIFICATIONS COVER LETTER & CONTRACT AGREEMENT FIRMAND TEAM EXPERIENCE_.................................................................._.................._................_...4 MGT QUALIFICATIONS & EXPERIENCE.............................................................................4 ALLOCATION AND RATE DEVELOPMENT FOCUS AND EXPERTISE....................................5 PROJECT TEAM (ALL CALIFORNIA BASED) ................................... ........ I ............... I............ 5 RESUMES..:...................................................................................................................... 6 UNDERSTANDINGOF NEED__ .................. ............... _............................. ............ _... _................ _...7 INTRODUCTION..................................................................................................:............ 7 UNDERSTANDING THE PUBLIC WORKS DEPARTMENT •RELATED TO 10117601, 08617611 AND 08617612............................................................................. 7 DESIGN OF CURRENT PROJECT............................................:..................................:........7 PROJECTAPPROACH........................................................................................................ 8 C05T PLANS - COMPARING THE TWO TYPES OF PLANS .................................................. 9 RELEVENT PROJECT EXPERIENCE ........................... .._..................... ................... I... ....... _..... ........ I I LIST OF CALIFORNIA AGENCY CLIENTS...........................................................................11 EXPERIENCE WITH SIMILAR PROJECTS...........................................................................11 REFERENCES............. .._.... _...... _.............. _.:......................................................................._..........._......12 COST ALLOCATION / INDIRECT COST RATE AND ISF STUDY REFERENCES ......................12 2. SCOPE OF SERVICES AND SCHEDULE ............. ................................................ ........ .................. 13 PROJECT DELIVERABLES.................................................................................................16 PROJECTTIMELINE........................................................................................................16 3. FEE PROPOSAL (SUBMITTED SEPARATELY) ............. .................................. _.......... _........ _....... 18 4. CERTIFICATIONS ................................... ......... ......... _........ ............................. ....... _..._.... _............. 19 ATTACHMENT3-1: NON -COLLUSION AFFIDAVIT...........................................................20 ATTACHMENT3-2: NON -LOBBYING CERTIFICATION.....................................................21 ATTACHMENT 3-3: NON-DISCRIMINATION CERTIFICATION .......................................... 22 APPENDIX A. RESUMES 4** MGT CONSULTING GROUP W W W.MGTCONSULTI NG.COM 25A-46 I. STATEMENT OF QUALIFICATIONS M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 RFP NO.18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY c PAGE 1• CONSULTING GROUP L Y_ - 25A-47 **+** MGT CONSULTING GROUP March 6, 2018 City of Santa Ana — Public Works Administration Attn: Ms. Hayley Gilbert, Public Works Agency 20 Civic Center Plaza, Third Floor Reception, Ross Annex Santa Ana, CA 92701 Subject: Request for Proposal # 18-023 -Cost Allocation Plan / ISF Preparation Dear Evaluation Committee: We appreciate the opportunity to provide the City of Santa Ana (City) with this proposal to prepare the City's Public Works Agency cost allocation plan (CAP), indirect cost rate proposal (ICRP) and full cost staffing billing rates. We believe that our firm, MGT of America Consulting, LLC (MGT), offers the City solutions that will meet your specific objectives while providing the best overall value. Specific to the RFP requirements, our projects deliver. Firm and Team Experience. The proposed MGT team has performed hundreds of similar projects for California city governments. Over a 32-year period Mr. Wilkes has gained extensive experience With the principles of cost allocation plans, indirect cost rates and full cost hourly billing rates for city staff. Our project team has worked with hundreds of California local governments— including all 20 of the largest city governments in California. Understanding of the City s Needs. This is a complex project, with many moving parts. The project spans multiple years, a variety of funds, departments and divisions. The calculations must include citywide costs, department costs, division costs and individual staffing cost. The project requires a detailed knowledge of the City's financial chart of accounts, budget formats, and staffing and billing reports. This massive amount of data must be collected, reviewed and formatted to produce a specific, accurate and detailed set of calcutions. These calculations are then used to fund a very Important part of city government through billings made to outside city agencies. Relevant Project Experience. While our project manager, J. Bradley Wilkes, has participated in thousands of indirect cost studies for city and county government, even more relevant, he has been performing this same study for the City of Santa Ana annually since 2012. He is very well versed in the budgeting, accounting, organizational workings of the Public Works department, 601 Administration, and the internal service funds, enterprise funds and general fund operations of the department —specifically fund 86. In addition to this experience, Mr. Wilkes has worked on many other projects in the City, including general fund user fee studies, citywide cost allocation plan projects, etc. This experience provides our projectteam with a very well-rounded knowledge of all areas of the city government. Rapid Project Schedule. The city has several pressure points related to this project. There are several project audiences - all having different interests, schedules and demands related to the outcome of this project. It will take significant effort to meet the deadlines, gather and interpret reams of data reports, understand the formats required by the California Department of Transportation (Caltrans), and successfully meet the expectations of all project stakeholders. Because of our project team's specific experience in Santa Ana, MGT is in the best position to ®+®•* 2251 Harvard St., Suite 134 1 Sacramento, CA 95815 1916.443.34111 mgtconsulting.com 25A-48 City of Santa Ana, California March 6, 2018 ♦♦4 A Page 2 juggle all that is required in a timely manner to meet those varied requirements. Depending on the availability of data, our scope of services, project team experience and proposed project schedule will allow a project completion date of May 28"', We believe this is doable and will allow a cushion of several weeks before the deadline of June 301" in case unforeseen obstacles arise. • Project Cost Proposal. Our cost proposal allows for several on site visits, including staff meetings, and interactions with the Orange County Transportation Authority (OCTA) and Caltrans, as needed. • Defensible & Transparent Calculation Methodology. Our cost allocation models are rigorous, accurate and proven. They are also completely transparent, with services and costs all readily Identified and presented in a comprehensive fashion. As a firm, our consultants have submitted and negotiated thousands of Indirect cost calculations to both federal and state authorities, Including the State Controllers Office, Caltrans, HUD, FAA, etc. In the past year alone, MGT has submitted over 300local agency ICRPs and 20 cost allocation plans to state cognizant agencies. MGT began operations In 1974 and we currently have 90 professionals throughout the country. Our headquarters Is in Tallahassee, Florida, with major regional offices in Sacramento (CA), Pasadena (CA), Denver (CO), Tampa (FL), Wichita (KS), Bay City (MI), Austin (TX), and Olympia (WA). MGT of America Consulting, 516 North Adams Street Tallahassee, FL 32301 850.386.3191 J. Bradley Burgess Executive Vice President 916.595.2646 bburgess@mgtqonsulting.com MGT Financial Services 2251 Harvard Street, Suite 134 Sacramento, CA 95815 916.443.3411 J. Bradley Wilkes Director 916.990.1256 jb radwilkes @gmail.com Please contact me if you have any questions or comments about this proposal at: 926.595.2646, or at bburgess@mgtconsulting.com. This proposal is In response to the City's RFP and commits the firm to compliance with all procedures identified in the contents. Specij%ally, as required by the RFP, MGT concurs with any and all provisions as contained in the RFP Attachment 2 — Agreement. MGT also acknowledges receipt of Addendum 1 of the RFP, dated March 2, 2018. We look forward to being of continued service to the City of Santa Ana. Sincerely, J. Bradley Burgess Executive Vice President, Financial Services MGT of America Consulting, LLC 25A-49 FIRM AND TEAM EXPERIENCE MGT QUALIFICATIONS & EXPERIENCE MGTS FINANCIAL SERVICES DIVISION concentrates on user fee studies, cost allocation plans (full cost and 2 CFR Part 200), state mandate cost reimbursement claiming, Indirect cost rate proposals, and internal service fund rate calculations. These are our core service offerings and our consultants have been leading Innovators and practioners in this field, many with decades of experience. MGT has the deepest consulting bench In the local government cost and revenue industry. This depth assures our clients that: (1) MGT has the ability to complete the assignment no matter what happens to any one particular consultant, (2) if a project time -line has to be advanced, MGT has the resources to commit additional staff to the engagement, and (3) with a combined 479 years cost plan experience, there are no issues that our team has not addressed, and that expertise Is only a phone call away. The table below visually displays MGTrs consulting depth. Dawn Bak 10 g Brooke Bmndenburg 14 aids Brunette 3 3 8 Guy Burdick 3 13 ra 8uBesi:� �:.� r,17 r. ,r..17 �'.:28:_s. �' .'''��,o.• f^ `',�.`' Mah Urpenter 77 27 -.L Dlse D'Auteull a 23 21 ]3 PeWa0yer 12 12 16 A9chelle Garrett 10 Olana Hancock 3 9 WonalaChapelle 21 Urtie Leahy >2 12 Dianne Malo•Janes 31 Ieny Mo%emle 27 27 32 Jim Olson 31 31 31 31 31 Pawl Patel 12 2 Pdepadsh 27 2+7-- 1�3' do Pa_o .::,ram`= �y39 :• .G ,.'}�G-.�:.-1 � lusGnpeterson 1 Christlne Reynolds u 1s Ruben Was 3 3 3 B2tSddyer 18 18 5 a a 9 7 Only Smna s 5 u 6hldey Sewell 30 3o 22 21 13 Donna Smigiel 27 27 Gordie Stryker 18 18 17 BrettSwendig 4 3 Jeff Wakefield 28 28 4l9 321 191 94 '.:99 .131 . 47 i' 26 .20 n 4,, ,5. E •,3 19 16 13 24 . QD,. , Its , ' 16 Q CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 1 �®® MGT I RFPNO. 18-02311PROPOSAL FOR COST ALLOCATION PLAN /ISFALLOCATION STUDY PAGE4' CONSULTING GROUP 25A-50 _____ FIRM AND TEAM EXPERIENCE ALLOCATION AND RATE DEVELOPMENT FOCUS AND EXPERTISE MGT understands jurisdictions like Santa Ana. We do more city cost allocation plans and full cost rate and ISF studies than any other firm. Our consultants have a wealth of experience designing new cost allocation and rate/ISF charging formats, which will be a critical knowledge base for this assignment. In addition to our experience and technical expertise, one of MGT's greatest strengths is our consultants' ability to communicate effectively with our clients, from direct operational staff that provide these services, up to managers, directors, and elected officials. Our project team has completed thousands of indirect cost studies during their long careers. Most of these studies have been for California city and county clients. Our team has submitted and negotiated these projects with federal and state cognizant agencies such as, HUD, Caltrans, the FAA and the State Controller's Office. PROJECT TEAM (ALL CALIFORNIA BASED) The MGT proposed project team includes: MGT Project Team MGT EXECUTIVE—J Bradley Burgess 28 years of experience (firm decision maker) PROJECT MANAGER —J Bradley Wilkes 32 years of experience (principal consultant) PROJECT STAFF — Erin Payton 31 years of experience (as backup for Mr. Wilkes) REGIONAL STAFF —Sara Beemer 15 years of experience (as needed, Southern California based) MR. J. BRADLEY BURGESS, EXECUTIVE -IN -CHARGE Mr. J. Bradley Burgess is an Executive Vice President with MGT and is responsible for MGT Financial Services. He is also a member of our firm's Board of Directors. He will serve as the executive -in -charge for this engagement. He will ensure that Santa Ana is unconditionally satisfied with the services received from MGT consultants. Mr. Burgess is an expert in project management, having managed or directed over 340 projects over his 28-year local government consulting career. He has taught hundreds of government finance officials Indirect cost theory and application through numerous training sessions. He is a frequent presenter at conferences and workshops for clients, state and local governments, and state associations. Mr. Burgess has been a corporate officer at David M. Griffith & Associates, DMG-Maximus, Maximus, Public Resource Management Group and MGT of America Consulting, LLC. e♦®�®MGT CITY OF SANTA ANA, CAUFORNIA I MARCH 8, 2018 k PAGE'S CONSULTING GROUPRFP NO.18-02311 PROPOSAL FOR COST ALLOCATION PLAN/ ISF ALLOCATION ST UDY 1 25A-51 FIRM AND TEAM EXPERIENCE .. Mr. Burgess has a Master's degree in Public Policy Studies from the University of Chicago, Harris School of Public Policy Studies. He also has a Bachelor of Journalism degree from the University of Missouri. MR. BRAD WILKES, PROJECT DIRECTOR Mr. Wilkes will serve as the project director and primary contact for this engagement. In this role he will attend all on -site interviews, develop all project deliverables and conduct and attend all project meetings. Mr. Wilkes has held many consulting responsible positions over his 32-year career, Including company vice president, founder and CEO of governmental consulting firms and national expert on issues related to governmental cost accounting. MS. ERIN PAYTON, PROJECT DIRECTOR Ms. Payton will serve as the backup project director for this engagement. In this role Ms. Payton will be available to attend initial on -site Interviews, develop cost allocation plans and all department overhead rates, and provide training and coordination over the life of this engagement. Ms. Payton will also closely monitor the project timeline against milestones and deadlines. Ms. Payton is a Director with MGT and has more than 30 years of experience providing public -sector consulting services. She manages our West Coast cost plan and user fee practice. She has a background in local government consulting focusing on cost allocation development, user fee rate calculations, and jail rate studies. She is the one of the most experienced cost analysts in the western United States, having completed more than 200 cost plan and user fee studies for local governments. Prior to joining MGT, she was a senior manager and director for management consulting firms FIRM, Maximus, and DMG. MS. SARA BEEMER, COST ALLOCATION SPECIALIST Ms. Sara Beemer is a Manager with MGT and an expert in cost allocation plan development. She resides In the Southern California area and has day to day responsibility for many of the MGT projects in that area. Ms. Beemer is responsible for all day-to-day activities of as many as 20 California city and county clients (in any given year), from as large as Orange County to as small as the City of Healdsburg. She has successfully prepared morethan 100 cost allocation plans. Prior to Joining MGT, she worked for both the City of Claremont (Finance Department), and the City of Redondo Beach (Police Department) where she was responsible for budget preparation; and monitoring, analyzing, and the approval of all budget and grant expenditures. RESUMES Resumes for our proposed team members are provided in APPENDIX A: RESUMES. ®°**® MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 PAGE.6 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY - 25A-52 UNDERSTANDING OF NEED IIII Eel 2 The City of Santa Ana (City) has requested consulting assistance to prepare 1) a Public Works Administrative CAP which allocates costs in 10117601 (includes linking to the citywide CAP), 2) an indirect cost rate proposal (ICRP) for operations within fund 86, and 3) full cost hourly staffing rates for staff members in budget units 08617611 Design and 08617612 Construction. All aspects of the project must also adhere to the requirements of the federal circular 2 CFR Part 200 and state agencies, such as Caltrans. These deliverables are specialties of MGT of America Consulting, LLC (MGT). We have been preparing these analyses for the City of Santa Ana for the past five years. As a consulting group, we have delivered more of these analyses to more governmental jurisdictions than all our current competition combined. We believe we can deliver all requested services to the City's complete satisfaction and achieve the City's overall goals and objectives. In Just the past year, MGT has submitted for approva I by the State Controller's Office and Caltrans over 3001CRPs and 20cost allocation plans for our local government clients. UNDERSTANDING THE PUBLIC WORKS DEPARTMENT RELATED TO 10117601, 08617611 AND 08617612 These three key departments, within Public Works, operate as ISFS. As such, they are charged with recovering their full cost each year. Full cost is defined as an operating budget, department administrative support and citywide administrative support. The PW department is one of the largest operations in the City. With nearly 200 full time and part time staff members, PW consists of a variety of funds, including general fund operations, Internal service funds, enterprise funds and special revenue funds. This project will focus on a subset of these funds. Specifically, 10117601 PW Administration, 08617611 Construction Engineering and 08617612 Design Engineering. Each of these organizations operate as ISFs. In accounting terms, an ISF Is self -funded though charges to customers who use their services. In past years these funds have not always been successful in recovery of their full cost through these charges. This is a very important issue to Public Works and to the City, as a whole. The correction of this funding Issue is the key purpose of this project. The answer does not only lie in arcane cost accounting rules and procedures, but perhaps even more Importantly, it is a communication and planning challenge as well. DESIGN OF CURRENT PROJECT There is no better way of developing the understanding of a project, than doing it. The MGT project team has years of experience preparing this exact scope of services for many California city governments, including many public works departments. Specifically, MGT and Santa Ana Public Works staff designed the current format and methodology of the City's PW cost allocation plan, indirect cost rate proposal and full cost hourly staff rates in 2012. The project was designed to meet all federal and state formatting requirements and details. Our project manager has been working on this project since its conception. Our team has intimate detailed understanding of the needs, challenges, history and requirements for this M GT CITY OF SANTA ANA, CAUFORNIA I MARCH 8, 2018 PAGE ©e®�� o*o** GA RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDYL. CONSUL25A-53 UNDERSTANDING OF NEED project. All the necessary project files, formats, calculation and methodologies have already been created and tested over the past five years. These formats are ready for the 2016/17 fiscal year data to be entered and calculations made. MGT uses the same format that is suggested in the federal and state circulars and that are used in all our state and federal related work. Our projectteam gained valuable Insight and experience preparing and submitting the 2014/2015 project to Caltrans. The resulting desk audit and the work performed guiding the City through that submission will prove extremely important as the next series of submissions are prepared. It is one thing to read about cognizant agencies submission requirements — it Is far better to have participated in such a submission. One benefit of working through one year of submission Is that MGT has been working with the City In setting goals for data accuracy improvement, time keeping system requirements, staff training, and for Improving communication strategies for state approval authorities and with the customer—OCfA. Because of our current experience with Santa Ana Public Works, MGT has matched in-house formats, tested excel methodologies, proven strategies, and tried and true processes with knowledge gained over 30 years of negotiations with federal and state authorities. Bringing these pieces of the project puzzle together is a great advantage MGT as we approach this endeavor. PROJECT APPROACH Cost allocation plans and ICRPs are essential tools for municipal fiscal management. Typically, our clients desire to establish and maintain a well -documented and defensible plan that can be used to recover Indirect administrative costs in a variety of internal and external contexts. MGT is a nationally recognized specialist in developing cost allocation plans and assisting our clients with cost allocation plan implementation. Our analysis will allow the City to account for the actual cost of providing numerous services within city operations and to calculate hourly staff rates that will recover all allocated costs using a clear, equitable and legally defensible method. MGrs cost allocation plans provide our clients with exceptional financial and managerial information. Examples of useful and meaningful Information that can be extracted from the project results include: • Compliant documentation forstate or federal reimbursement • Defensible interfund transfers • Establishing user fees and hourly billing rates • Identification of administrative expense The chart below illustrates each of the four major steps of the project: 1. Allocation of citywide costs to all departments in the city using a citywide CAP 2. Allocation of PW administrative costs (10117601) to PW functions using a departmental CAP 3. Development of an indirect cost rate for fund 86 operations using a ICRP 4. Calculation of full cost hourly rates for staff members in fund 86 design and construction 0 CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP ®M MGT RFP NO. 18.0231 I PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE B ' 25A-54 -- UNDERSTANDING OF NEED .. FULL COST CALCULATION METHODOLOGY COST PLANS - COMPARING THE TWO TYPES OF PLANS FULL COST VS. FEDERAL COST ALLOCATION PLANS: Cost allocation plans are a series of complex calculations that require an understanding a jurisdiction's financial reports, administration structure, and operational services and programs. These calculations are typically presented In two types of plans — a Full Cost plan or a plan that conforms with 2 CFR Part 200 (Formerly OMB Circular A-87) Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. It is possible to use the latter for all costing purposes, but in certain cases, an agency would not maximize its revenue recovery by using this plan. To fully calculate the full cost of city services, a City may consider a Full Cost Allocation plan. However, if the calculations from the CAP are to be used for federal of state reimbursement, the 2 CFR 200 CAP is the document typically required. In this section, we will provide a discussion of both types of plans. Local agencies provide services that include administrative and support expenditures which are not allowable for federal reimbursement. These expenditures, however, are appropriate for allocation under GAAP principles and guidelines. This allocation methodology is often referred to as a Full Cost allocation plan. It can be generalized that a Full Cost allocation plan is applicable for Internal purposes such as recovering indirect costs from enterprise funds, special revenue funds and other funds, as well as included In establishing user fees, permits and applications, billing rates, hourly rates and costs of special services. Using federal guidelines, which are now codified in the Code of Federal Regulations (CFR) part 200, local governments may be reimbursed for administrative and support expenditures if they are documented in M GT CITY OF SANTA AN/, CALIFORNIA I MARCH 8, 2018 PAGE 5 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY 25A-55 UNDERSTANDING OF NEED a cost allocation plan and indirect cost rates that are compliant with the principles contained in the Circular. Generally, 2 CFR Part 200 compliant cost allocation plans are more restrictive than Full Cost plans, include fewer allowable indirect costs, and apply to external purposes such as recovering indirect costs on federal and state grants and awards. The table below describes the objectives, typical uses and considerations associated with both types of cost allocation plans. • Identify the true costs of administering all city departments, divisions and programs. - Justification for charging the proportional cost for city administration and FULL COST support to internal sources, or external sources in the case of billing rates and user fees. • Typically,result in 15% higher returns than 2 CFR Part 200 plans. 2:CFR PART 200 identify administrative costslallowable, under 2. CFR Part 200 and. distributing those costs: on an equitable: basis: Charging adminand overhead, costs to'gmnt_s, clairhs and other uses thatspecifcally require 2' CFR;P.art.200 use. • Charging non -General Fund funds for administrative and support services. • Recovering citywide administrative and support costs in hourly and billing rates. • Recovering citywide administrative and support costs in use fees and rates. • Budgeting and resource allocations. • Charging overhead costs to. federal grants: • Charging overhead'coststo, state grants andSB'90. claims. • Provides a conservative view of citywide' administrative.and. support Costs: • Administrative and support costs allowable under GAAP. Plan conforms to 2 CFR Part 200 principles but is not as restrictive. • Is not submitted for review to a cognizant agency. • Basis for transfer of dollars from non-GF to the General Fund. Ifthis type of plan.is used. for grantor claim use, 2 CFRPart,200 requiresthat an annual plan be prepared. Maybe, reviewedby.-a cognizant' agency. 4****Y M G T CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP RFP NO, 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE 10. 25A-56 RELEVENT PROJECT EXPERIENCE LIST OF CALIFORNIA AGENCY CLIENTS The following lists are representative samples of our California based studies that our proposed project team has completed (cost allocation plans, Indirect cost rate development, full cost rate studies, etc.) While our experience Is so varied and includes local governments in nearly 20 states, our focus for this proposal is on agencies of comparable size to Santa Ana and neighboring cities in Orange County. A complete, unabridged client list is available upon request. Los Angeles Bakersfield City of Orange San Diego. Riverside NewporttBeach San Jose Stockton Los Alamitos LSan Francisco. Chula Vista, ', Irvine Fresno Fremont Huntington Beach Long Beach twine -Garden Grove --- Sacramento San Bernardino La Habra Oakland: —� Mode"sfo T _ gana'Point i w� Santa Ana Oxnard Costa Mesa Anaheim Fontana V Orange County EXPERIENCE WITH SIMILAR PROJECTS As mentioned earlier, the MGT project team has experience with each of the largest 20 city governments in the state. In addition, most of the Orange County cities have also been clients. The work done for these clients includes: • Cost Allocation Plans (citywide, countywide, and department -specific) • Indirect Cost Rate Proposals (ICRP's) • Development of Fully Burdened Hourly Rates • User Fee/Cost-of-Service Studies It is fair to say that our project team is among the most experienced in the country. The combination of the experience gained specifically with Santa Ana Public Works, and generally with other large agency clients, makes MGT uniquely qualified to successfully complete this project. ®�® MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 1 I Av�®Ao7!NG GROUP RFP NO. 18-0231 I PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY IT! PAGE 25A-57 REFERENCES COST ALLOCATION / INDIRECT COST RATE AND ISF STUDY REFERENCES Contact Mr. Scott Wagner Title: Finance Officer Phone: 707.543.4670 E-Mail., swaener@srcitv.ore Work Performed. Preparation of Full Cost and 2 CFR Part 200 cost plans, development of ISF allocation methods, full cost hourly staffing rates. 2014 — current. Contact:. Ms. Sharun;Koike• Title: Accounting Manager Phone: 310.412.8724 £-Mail. skoike0citvofinzlewood.ore Work Performed. Annual preparation of the City's Full Cost plan, 2 CFR Part 200 cost plans and ISF allocation methods (submitted to federal agencies for review and approval). 2014 — current. Contact:; Ms. Stefany Toll, Title: Accounting Manager Phone: 415.923.2207 E-Mail: stollra¢olden¢ate.or¢ Work Performed: Annual preparation of the District's 2 CFR Part 200 cost plans and indirect cost rate for Engineering (submitted to Caltrans for review and approval). Current client. Contact: Ms. Guadalupe Reyna=Coffin. Title: Financial Services Supervisor Phone: 43.5.473.6753 E-Moil: Grevnacoffin@marincountv.ore Work Performed. Annual preparation of 2 CFR Part 200 cost plan to the State Controllers Office; assistance with desk and field audits (if necessary). Current client. ®**+® M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 11 PAGE 12 CONSULTING GROUP RFP NO. 18-0231 I PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY I 25A-58 2. SCOPE OF SERVICES AND SCHEDULE As a result of our experience over the past 5 years with Santa Ana Public Works, this scope of work has been refined, tested and proven. While this is true, we never stay static and are always working to Improve our methods, presentations, and formats. The project schedule Is aggressive given the vast amount of project data that is required, the number of reviews necessary and the heavy demand placed on the project by state requirements. MGT is committed to meeting this schedule, the stated scope of services and allowing for an early submission to Caltrans. The following detailed work plan provides the step by step process proposed for this project. Meet with city personnel who have responsibility or a high Interest in the cost allocation plan project. This meeting will refine the specific objectives, requirements, measurements, and schedule of the project. F1351me D O •' • O Conduct an initial and Introductory training session with key city personnel and project stakeholders. Project consultants will work with city personnel to establish the objectives, content, and list of attendees for this meeting or presentation. This session is vital to successful project results including approval by operating department officials. Agenda items for these meetings or presentations could Include: • Review the project scope, objectives, and schedule. • Review available financial and allocation data. • Summarize the purpose for calculating the cost allocation plans. • Review example summary reports produced by the project. • Discuss example applications produced by the project. • Review and confirm the federal and/orstate requirements. • Address potential areas for additional direct or indirect cost recovery. 3; fGOL•LECT BASIC FINANGO AND "ORE RAT MAT- _s4 Y Continue collection and review data such as organization charts, expenditure statements, budgets, personnel counts, salary reports, and time keeping statistics. Project consultants will work with city personnel to develop and gather the needed data in the most efficient way possible. The review of this data will provide the structure for the cost allocation plans including the determination of allocating and receiving departments. • e o Meet with managers and staff of 601, 611 and 612 to determine the allowable expenditures, services provided, charge backs or direct bills, personnel providing the services, the recipients of the provided services, and appropriate transaction data. 4&** MGT CITY OF SANTAANA, CALIFORNIA I MARCH 8,2018 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY iPAGE13' 25A-59 2. SCOPE OF SERVICES AND SCHEDULE • # • Using the City's organizational structure, budget and staffing information, and what we have learned from Caltrans review of the 2014/2015 project, MGT will fine tune the basic structure of the cost allocation plan, identifying central service (or allocating) departments and operating (or receiving) departments. Central service functions will be determined based on timesheets, assignments, activities, or other allowed methods. Once staff members and their corresponding salaries are distributed Into functions, other department costs such as materials and supplies will also be distributed Into the same functions. This task breaks a department Into central service functions, and cost pools which can then be allocated throughout the organizational structure using meaningful, measurable, and auditable allocation bases. Determine an appropriate allocation base for each function in each central service department. This determination will serve as the basis for allocating the allowable costs In each function to the recipients of the service. Project consultants will request corresponding transaction data from central service department personnel. Central service departments will allocate costs to all departments and funds. This allocation methodology ensures the fairest and most accurate distribution of costs as opposed to a methodology that singles out particular departments or funds for maximum allocation. • .•I •I • • ®• • a Process the draft cost allocation plan using the MGT proprietary cost allocation software. The cost allocation plan will Include summary and detail reports. Summary reports in the cost allocation plan will provide information on the dollar amounts allocated from each central service department to every receiving department. The detailed reports in the cost allocation plans provide information on the expenditures, allowable costs, incoming costs, personnel distribution, functions, and allocation bases for every central service department. MGT's proprietary cost allocation software incorporates a double step-down methodology, is technical and detailed, has a self -auditing feature, and has been used for over 250 cost allocation plans in the past five years - many submitted for federal and state approval. The Microsoft Windows -based software is written In a relational database and uses Microsoft Excel as a report writer. This platform provides unlimited flexibility in calculating, formatting, and reporting Information. Charts and graphs can be used to explain and illustrate allocation information. Statistical Information is automatically produced that compares allocation totals to receiving departments (funds) from year to year. The project director and the project consultant will undertake an internal review process to raise the accuracy of the cost allocation plans and ensure city personnel do not waste time reviewing substandard or Incomplete work. Additionally, the MGT proprietary cost allocation software automatically generates self -auditing schedule that reconciles the sum of all central service department expenditures to the sum of all allocated costs. CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 { C ONS UL MGT RFP NO.18-0231I PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE 14 CONSULTING GROUP 25A-60 2. SCOPE OF SERVICES AND SCHEDULE • . WE Meet in Santa Ana with city personnel and provide copies of the draft results of the cost allocation plan. This step is an opportunity to review preliminary results, address questions or concerns, and make changes as necessary. r RR•CES-S, FINAL �KOJECT DOCUMENTS Process the final cost allocation plans after addressing any Issues or concerns raised in Task 9. Provide the required printed original copies and electronic copy (Adobe PDF file) of each of the final cost plans and overhead rates following confirmation that the work is final by the City's project manager. Each cost allocation plan will contain: • A narrative that clearly defines the purpose, uses, and goals of the plan. • Descriptions of the methodology and procedures. • Descriptions of the central services and the allocation bases utilized to allocate costs. • Actual distribution of indirect costs to programs. • Summaries of all allocations and the resulting charges to all operating departments and funds. Assist with a presentation of the final project results to the City's elected officials either in a work session or at a public meeting if requested. This presentation will include a high-level overview of the project and the applications, Implications, and anticipated benefits to city operations. Detailed Information will be presented as requested. Conduct a post -project training session with key city personnel and project stakeholders. This training session will provide information on reading, Interpreting and extracting data from the recently completed cost allocation plans. This session will also reinforce current applications for the cost allocation plans results, as well as provide additional applications for the cost allocation plan results. ***♦ M G T CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 'PAGEFIS CONSULTING GROUP RFP NO.18-0231 I PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY CONSULTING 25A-61 2. SCOPE OF SERVICES AND SCHEDULE .• PROJECT DELIVERABLES PROJECT TIMELINE • • Because of current relationships, MGT proposes to kick the project of by 1) obtaining much of the basic project data using the cities website. Fund, department and division actual expenditures can be downloaded In advance of any on -site meeting, and 2) setting up last year's spreadsheet formats to prepare for the new 16/17 project data. MGT proposes to meet April 9th, just a few days after project award. At this meeting we will review our data list of requirements and meet with city staff to organize the new project year. a. Citywide cost allocation plan — obtain from Finance b. 10117601 PW Administration cost allocation plan c. Fund 86 (611 and 612) indirect cost rate proposal d. Fund 86 (611 and 612) full cost hourly -rates e. Review time keeper system and staff use thereof— ensure accurate data is being entered f. Review any changes to format or methods that may be requested by Caltrans —PROJECT MGT has scheduled to use all the data gathered In the first four weeks of the project and produce a working draft of the project deliverables listed In 2. A-D above. MGT will use the next three weeks to continue gathering data, formatting spreadsheets and developing a solid second draft to be delivered and reviewed on site May 21" MGT will work on site with city staff to fine tune a review of final project numbers and formats necessaryto submit a package to Caltrans. This step Is set for May 7'h and will work through until May 28'h. irimill.irdi• The project goal for submission to Caltrans Is set for May 281h. This Is a reasonable goal given the background, experience knowledge of city staff and of the MGT project team. This also allows a 4 to 5- week cushion In case of unforeseen challenges arise during the project period. 00000MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 P4GE'16,` CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY , 25A-62 2. SCOPE OF SERVICES AND SCHEDULE . . Project Scope/Schedule - Santa Ana Engineering Rates uuxaR lux Y¢x nnlnuro¢-A7RL nr nw[ ACMI¢ Dluvewem 1rA¢ nAvr Duumx r¢axr F uzF 7 re Sae Wn u m uF en un uM nM fOMM131t / /0 R11wtm.WwYa1MvMQWmMer[»InBbtmen ul. N»lAM 1 5 SOM / •/ / / / UMOTN 1 C/Pm+vQ.cmPYlaol»IbLW bb W,vriv M Iw.W.nll IP01[[IONRIFGWPA:OIrYti• RlRI0V1®NtD NwLAM. 1 S 1NM I)MOI'. W1161f11 Ygw.M1bu.luMli sr»F»b aW MellnlcmllemeRl 00.VT GIOMTONLN MDATA AVMWIr NRILAM 1 3 m -a; FA"llfllYdJsfMeiWWfmmrwnnn. � f j / / / e/ � // l/ . 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MRIIST.vr. _ y.a y RWst raonq¢Rc¢ - I 1 w_.- I / r tmino.W tmAum w.rw.mg _ - r¢T } x oR MAY tRm .' »r�./—G✓=1 »k IwTwibCIAfWTi,v nsr 7 I %4 %! »w^•lee km-'ur •,reprGeeareurlwmwenm � �"OX60i1G, 7 I O%. f ra6b - 11 pOC4nbbQ Irpnrvntieenaf me/ .Ox w.. } } 0% »Mm) » MNb uBiWyl Mtlrym O[IAb ..uunntn vnuWameoly �- - IAOVIDCAR'ONO1YSrAN3 trORl - OxfA1x6 7 1 rl.e+w,en S nzmeuermkJ �unnmm B s ax ' f %l �� ' J °ego M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 I ppGE,17 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY — 25A-63 3. FEE PROPOSAL (SUBMITTED SEPARATEL ®'®O M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 }( ,PAGE!16 CONSULTING GROUP RfP NO-18-0231 I PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY C 25A-64 4. CERTIFICATIONS ®�e�®MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8,2018 PAGE19, CONSULTING GROUP RFP NO. 18-0231 I PROPOSAL FOR COSTALLOCATION PLAN / ISF ALLOCATION STUDY 25A-65 NON•COLLUSION AFFIDAVIT (Tifia 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA DEPARTMENT OF PUBLIC WORKS In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made In Ure hrterest 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 dircetfy 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 agmemerrt, communication, or conference with anyone to fix the bid price of the BIDDER or any BIDDER, or to fix any overhead, profit, or cost element oftha 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, father, that fire BIDDER Iran not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged Information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. Signing this Proposal on the signaturo Portion thereof shall also constitute signature of this Nun-cullushm Affidavit. BIDDERS are cautioned that making a false c5l0cation may subject the ocrdfrer to criminal prosecution. Signed State of8ailferaia I-t-ORrb County of NiusBo Ro06H ubseribedand swore to (or affirmed) before me on this day of Y'H 20 by /KAt/ before me. proved to me on the basis of satisfactory evidence to be the person(s) who appeared *Notaryublic S=ignatum +'�D�[4ti. CUWOIAHOSANG i WCOMMISSIONNG01077 y}+ elf EXPIRES: Odober1S, 2021 *.,orf;q„` eordedtbnr NOtaYPAGcthdrm%n Notary Public Seal City of Santa Ana RFP Page A3-1 25A-66 The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief'; that: 1. No federal appropriated finds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member ofCongress, 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 ofany federal contract, grant, loan, or cooperative agreement. 2. if any funds other than federal appropriated funds have been paid or will be paid to any person for Influencing or attempting to Influence any officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with this federal contract' grant loan, loan or cooperative agreement, the undersigned shall complete and submit a "Disclosure of Lobbying Activities". This certification Is a material representation of fact upon which reliance was placed when this transaction was made or entered Into. Submission of this certification Is aprerequlsite for malting or entering Into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who falls to file the required certification shall be subject to a civil penalty ofnot 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 Ianguagc of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub reeiplents shall certify and disclose accordingly. Firm MGT of America Consulting, LLC signed and printed P Title Executive Date March 6, 2018 .;.ii.n+r�hsy'.•q.:i: �' �:h� �iimt rt�"'��-,+�„i�.vkyz::,r :.�'^:'.-5�2�:.�,..F. ::�Y �i;?«s :'T .?w5�2 Lc�q`': ..g `:...4 f 'yt +�:pc-�'''�S+Ii4�r _r.•.` y }.3 T. .,S�i..rl�.,. ,� yY�" �` u �.h {� City of Santa Ana RFP Page A3-2 25A-67 The undersigned consultant or corporate officer, during the performance of this conraot, certifles as follows: 1. The Consultant shall not discriminate against my employee or applicant for employment because of imce, color, religion, sex, or national origin. The Consultant shall take afibmadve 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 foam 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, religlon, 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 ofLabor. 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 Author Government contracts or federally assisted oonstruction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided In Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. Tho Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted City of Santa Ana RFP Page AM 25A-68 by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes Involved in, or is threatened with, litigation with a sub -consultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the Interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed• Title; J. Bradle Burgess, ecutive Vice President Firm; MGT of America Consulting, LLC Date: March 6, 2018 City of Santa Ana RFP Page A3-4 25A-69 APPENDIX A: RESUMES ♦®sue® M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 PAGE 24! CONSULTING GROUP RFP NO.18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY 25A-70 APPENDIX A RESUMES •. ®♦��® - J. BRADLEY BURGESS Executive Vice President, Financial Services MGT CONSULTING GROUP I bburgess@mgrconsulcing.com Mr. Burgess has performed a wide variety of cost -of -service studies for California local governments and state associations since 1990. Over the past 28 years, he has developed a broad expertise in local government consulting, with a primary focus on cost allocation methodologies, user fee analysis, state and local claims and grant applications, negotiations with state and federal authorities, and Indirect cost rate proposal development. He has served as a corporate officer for the following consulting firms: MGT of America, Public Resource Management Group, LLC (founder), Maximus, DMG-Maximus, and David M. Griffith and Associates, Ltd. Mr. Burgess has personally served over 190 cities, and 49 of the 58 counties within the state of California during his 24-year consulting career. He has also personally provided consulting services to 19 of California's 20largest counties. Mr. Burgess also has extensive transit district experience, having worked with such districts as Los Angeles Metro Transit, SF Muni, BART, Oakland Port, San Diego Port, Charlotte Transit, and Sound Transit in Seattle. Recent projects include cannabis research and costing projects for the City and County of Denver, the State of Maryland and several counties in California. He also prepared the budget for Gary Indiana School Corporation as part of the Emergency Management Team hired by the State of Indiana in 2017. AREAS OF EXPERTISE • California State Mandate Reimbursement (SB 90) • Cannabis Polity, Decision -Making and Costing • Local Government Cost Allocation Plans • Indirect Cost Rate Proposals • Cost of Service / User Fee Study • Emergency Financial Management PROFESSIONAL LEADERSHIP Mr. Burgess is an Executive Vice President at MGT Consulting and serves on the firm's Board of Directors. He Is also the Manager responsible for MGT's Financial Services Division, and Is one of three vice presidents responsible for the division nationally. Mr. Burgess was one of three founding partners of Public Resource Management Group (PRM). PRM became the fastest growing local government costing services practice in the nation. During his tenure with DMG and Maximus, Mr. Burgess was one of two vice presidents responsible for the $5 million local government consulting practice, with 30 professional consultants, and over 400 clients served per year. In addition to 58 90 claiming, additional representative consulting studies include appropriation limitation studies, Indirect cost rate proposal preparation, full cost and 2 CFR Part 200 federal cost allocation plans, userfee studies, development Impact fee analysts, and legislative analysts. PERTINENT STATEWIDE EXPERIENCE Mr. Burgess served as the Associate Director of the California Cities SB 90 Service and the CSAC SB 90 Service. In this rapacity, Mr. Burgess worked on behalf of all California local agencies to reach resolution on statewide Issues such as the Open Meetings Act Impasse; developing unit costs for several current mandates; and has assisted agencies such as San Francisco, Santa Barbara County, Orange County, Santa Clara County, Sacramento County, Monterey County, Marin County and San Mateo County, as well as large municipalities such as Oakland and Sacramento to defend SB 90 claims under audit by the California State Controller. Mr. Burgess has also represented local agencies before the California Legislature, the Commission on State Mandates and the Bureau of State Audits. Mr. Burgess has also provided over 35 statewide training sessions on cost accounting theory, and presentations to over 20 state associations. o���®MGT CITY OF SANTA ANA, CALIFORNIA ) MARCH 8, 2018 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE_Z5' 25A-71 APPENDIX A RESUMES J. BR_A_D_LEY BURG_ Executive Vice President, Financial SI MGT CONSULTING GROUP I bburgessQmgtconsulo PROFESSIONAL HISTORY Mr. Burgess has a broad background in government, public polity, and journalism. For three years, he edited and pub a monthly professional magazine for the University of Missouri. Mr. Burgess was the IDOT budget analyst for Got Thompson in the State of Illinois, and a consultant for Continental Illinois National Bank In Chicago. Mr. Burgess journalist for a daily newspaper In Kansas City, had professional projects in Egypt, Israel and Saudi Arabia. EDUCATION Masters of Public Policy Studies Degree, University of Chicago, Harris School of Public Policy Studies Bachelor of Journalism Degree, University of Missouri WORK EXPERIENCE MGT of America Consulting, LLC, Executive Vice President— Financal services, MGT Boord of Directors Public Resource Management Group LLC, Founding Partner MAXIMUS, Inc., Vice President DMG-MAXIMUS, Inc., Vice President David M. Griffith & Associates, LTD., Vice President, Director, Manager, Senior Consultant State of Illinois Bureau of the Budget, Budget Analyst, Department of Transportation ®0**® MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE,26'. 25A-72 APPENDIX A. RESUMES •. ®�®♦® J. BRADLEY WILKES Senior Associate MGT CONSULTING GROUP I jbradwilkes@gmaiLcom Mr. J. Bradley Wilkes specializes in governmental cost of service studies. He has a 30-year background in local government consulting focusing on cost allocation development, user fee rate calculations, indirect cost rate calculations, information technology, operations reviews, and cost of services for state and local governments. He is the former regional director for all DMG-Maximus consulting offices in the western United States. During his consulting career; Mr. Wilkes served as a consultant, manager, senior manager, vice president, regional director, and board member of DMG and DMG-Maximus, both national management consulting firms. Mr. Wilkes received his bachelor of arts from Brigham Young University, and his master of business administration from California State University. EDUCATION MBA, California State University B.A. Business, Brigham Young University WORK EXPERIENCE MGT of America Consulting, LLC, SenforAssociate, 2007-Present Public Resource Management (PRM), Principal Owner and Founder, 2001-2007 DMG Maximus, Regional Director, ice President Consultant/Seniar Manager, Consultant/Stof(Member 1982-2002 PROFESSIONAL EXPERIENCE PROJECT DIRECTOR Mr. Wilkes was the managing principal at PRM. He was the project director for many of PRM's largest projects. His 30 years of experience in the field of governmental cost accounting has included working with local and state agencies across the country. He has been a project director for cost analysts projects for many western state government projects including California, Oregon, Nevada, and Hawaii. COST ALLOCATION Mr. Wilkes is an expert in the analysis of the indirect costs within governmental agencies. He has led the software design of three cost allocation plan systems and has conducted cost allocation plan projects for many state and local governments in the western United States including the state governments in Nevada and Hawaii and large local governments such as San Diego, San Francisco, San Jose, and Sacramento, California; Spokane and Tacoma, Washington; and Portland, Oregon. RESEARCH AND STATISTICAL BACKGROUND Mr. Wilkes has been a lead consultant and manager on several statistically related projects. He has developed numerous database systems which documented a vast array of data related to user fee statistics charged by governmental agencies in California and Washington. ®*m*® M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE27 25A-73 APPENDIX A RESUMES ERIN PAYTON MGT CONSULTING GROUP I epayton@mgtconsulung.com Ms. Payton has been performing governmental cost of service studies since 1986. She has a background in local government consulting focusing on cost allocation development, user fee rate calculations, and jail rate studies. Ms. Payton Is recognized as one of the country's leading experts on cost of service analysis. She has been instrumental in developing numerous cutting -edge analytical tools to define governmental costs and revenue enhancement opportunities. She has participated in local government consulting for more than 30 years in both direct cost analysis and project management. Ms. Payton has directly participated in and managed literally hundreds of cost of service studies for local agencies ranging in size from a population of just a few thousand up to several million. EDUCATION University of California, Santa Barbara WORK EXPERIENCE MGT of America Consulting, LLC, Director, 2007-Present Public Resource Management (PRIM), Senior Manager, 2003-2007 David M. Griffith & Associates (DMG), Director, 1986-2002 PROFESSIONAL EXPERIENCE Ms. Payton has successfully delivered cost allocation plans, user fee studies, and Jail rate studies for the following governmental entities: California Cities and Counties • City of Alameda • City of Hermosa Beach • City of Brentwood • City of Huntington Beach • City of Burbank • City of Inglewood • Butte County • Inyo County • City of Calexico • City of La Habra • City of Calistoga • Lake County • City of Camarillo • City of La Mesa • City of Campbell • City of La Mirada • City of Chino Hills • City of Long Beach • City of Culver City • LA County Envtal Health • City of Cupertino • City of Los Gatos • City of Daly City • Madera County • Town of Danville • City of Manhattan Beach • City of El Centro • Marlin County • City of Emeryville • City of Menlo Park • City of Encinitas •City of Milpitas • City of Fairfield • City of Mission Viejo Other Cities and Counties • City of Bainbridge Island, • City of Ocean Shores, WA WA • Portland (OR) • Clatsop County, OR Development Commission • City of Hillsboro, OR • Tillamook County, OR • City of Des Moines, IA • City of Spokane, WA • Johnson County, KS • City of Tacoma, WA • Lane County, OR • Umatilla County, OR • Morrow County, OR • City of Morgan Hill • City of Napa • Napa County • City of Newport Beach • City of Ontario • Orange County • Orange Co ROV • Orange Co ITC • City of Pittsburg • Placer County • Plumas County • Port of San Diego • City of Rancho Cucamonga • City of Redlands • City of Redondo Beach • City of Richmond • City of Roseville • City of Houston, TX • Clackamas County, OR • Coconino County, AZ • City of Kennewick, WA • Fulton County, GA • City of Lake Oswego, OR • City of Medford, OR • City & County of San Francisco • City of South San Francisco • City of San Jose • San Mateo County • Santa Barbara County • City of Santa Clara • City of Santa Monica • City of Santa Rosa • City of Suisun City • City of Sunnyvale • City of Temecula • City of Torrance • City of Watsonville • City of Wheatland • City of Whittier • City of Woodland • Multnomah County, OR • City of Portland, OR • City of Salem, OR • Snohomish County, WA • Spokane County, WA • Thurston County, WA • City of Issaquah, WA • Final County, AZ ^+* MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP RFP NO. 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE 28 25A-74 APPENDIX A RESUMES ♦*+** SARA BEEMER Manager MGT CONSULTING GROUP I sbeemer@mgtconsulting.com Ms. Beemer Is a Manager assigned to the MGT Financial Services in our West Coast division. Prior to her working as a costing services consultant she had five years of experience working in local government agencies and has also been on the other side of costing service projects during those years. While working for the City of Claremont Finance Department, Ms. Beemer prepared auditing schedules, assisted with the preparation, development and analysis of the Budget, assisted In the preparation of monthly financial reports, prepared and verified financial results, notes, statistical information, and formats for the city's Comprehensive Annual Financial Report (CAFR). As an administrative analyst with the City of Redondo Beach Police Department, Ms. Beemer was responsible for budget preparation; and monitoring, analyzing, and the approval of all budget and grant expenditures. She also served as the financial liaison to city departments and grantor agencies. AREAS OF EXPERTISE Ms. Beemers local government and consulting experience, has given her the knowledge and experience of governmental budgeting, finance, accounting and operations; generally accepted accounting principles and costing principles. The following are the types of projects she has managed and/or participated on: • Development of cost allocation plans (CAPS) in accordance with generally accepted accounting principles (GAAP). • Development of CAPS in accordance with federal principles. • Assisting agencies In maximizing general fund cost recoveries from federally funded programs, enterprise and special revenue funds, and other non -general fund sources. • Development and negotiation of indirect cost rate proposals (ICRPs). • Development of activity based cost of service and user fee studies. • Development and negotiation of charge -back rate methodologies and rates. Ms. Beemer has assisted with and developed several cost allocation plans, indirect cost rate proposals (ICRPs) and user fee studies. EDUCATION B.S., Finance, California State University, Fullerton WORK EXPERIENCE MGT of America Consulting, LLC, Senior Consultant, August 2007- Present PRM, Consultant, 2006-2007 City of Redondo Beach, CA, Administrative Analyst, 2004. 2006 City of Claremont, CA, Analyst, 2002 - 2004 REPRESENTATIVE CLIENTS • Bainbridge Island, WA • Inglewood, CA • Bakersfield, CA • La Habra, CA • Bell Gardens, CA • La Mesa, CA • Buckeye, AZ • LA Metro, CA • Calaveras Co, CA • Lake Oswego, OR • Castle Rock, CO • Livermore, CA • Culver City, CA • Los Angeles, CA • Daly City, CA • Madera Co, CA • Odessa, TX • Orange County, CA • Pleasanton, CA • Rancho Cucamonga, CA • Redlands, CA • Redondo Beach, CA • Riverside Co, CA • Sacramento, CA • Santa Cruz, CA • Santa Rosa, CA • Spokane, WA • Spokane County, WA • Surprise, AZ • Vallejo, CA • Ventura Co, CA • Visalia, CA of*°c M GT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP RFP NO, 18-0231 1 PROPOSAL FOR COST ALLOCATION PLAN / ISF ALLOCATION STUDY PAGE29 25A-75 • Delta Co, CO • El Paso, TX • Fort Bragg, CA • Hayward, CA • Healdsburg, CA • Huntington Beach, CA APPENDIX A RESUMES SARA B_E_ E_ME_R_ Manager MGT CONSULTING GROUP sbeemer@mgtconsulting.com • Mesa Co, CO • San Diego, CA • Whittier, CA • Miami, FL • San Leandro, CA • Windsor, CA • Montrose Co, CO • San Mateo Co, CA • Woodland, CA • Napa Co, CA • Santa Barbara, CA • Yuba Oty, CA • Newport Beach, CA • Santa Clara, CA • Yuba County, CA 4** MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 CONSULTING GROUP RFP NO, 18-0231 1 PROPOSAL FOR COSTALLOCATION PLAN / ISF ALLOCATION STUDY :PAGE,30, 25A-76 FLORIDA 516 North Adams Street Tallahassee, Florida 32301 4320 West Kennedy Boulevard Tampa, Florida 33609 CALIFORNIA 2251 Harvard Street, Suite 134 Sacramento, California 95815 3579 East Foothill Boulevard, Suite 144 Pasadena, California 91 107 COLORADO 8200 South Quebec, Suite A3 #184 Centennial, Colorado 80112 KANSAS 13303 West Maple, Suite 139 #177 Wichita, Kansas 67235 MARYLAN D 18310 Montgomery Village Avenue #520 Gaithersburg, Maryland 20879 MICHIGAN 2343 Delta Road Bay City, Michigan 48706 NORTH CAROLINA 10030 Green Level Church Road, Suite#1267 Cary, North Carolina 27519 TEXAS 1801 East 51n Street, Suite 365-504 Austin, Texas 78723 WASHINGTON 1420 Marvin Road, NE, Suite C #342 Olympia, Washington 98516 CONSULTING GROUP MGT ofAmerica Consulting, LLC www.mgtconsulting.com 25A-77 EXHIBIT B FEE PROPOSAL PUBLIC WORKS COST ALLOCATION PLAN PROJECT MGT proposes to perform the Public Works departmental administration cost allocation plan, the calculation of the Fund 86 indirect cost rate and full cost staffing hourly rates for a fixed fee of $21,560, Including expenses. Assistance with the negotiations with OCTA and Caltrans will be provided as needed, on an actual cost basis. L 1 Electronic,Data Collectioh i — 10 -- '$220 $2,200; $220D 2. Project Kick Off Meeting 16 $220 $3,520 — $3,520 3: First Draft'(CAPs,'and;Rates) 24, $220 $.SiZ 0; $Sj280 4. MGT Office Work 20 $220 $4,400 $4,400 [5.,—Review of Final Reports — — _ 12' — $220 $2 640i 6. Submit Final Reports to Caltrans 16 $220 $3,520 _ $3,520 If the City elects to renew or extend the contract for additional one-year contract periods, MGT's fee will be adjusted by 5%for each subsequent year. 25A-78 PW ADMINISTRATION ISF PROJECT Per the RFP instructions, MGT confirms our experience and desire to complete this part of the RFP as well. Mr. Wilkes and Ms. Payton have developed the cost accounting structure for numerous ISF operations within California city government. We look forward to working with staff in developing a scope of service and project schedule that will fit the city's needs. Our estimated number of hours and a preliminary broad outline Is provided below. 2. Develop lSFAccountingStructure $220 ---- _ _ — — --- -- -- — -- �3' Review.P.1N•Programs:and'Services _, _' . _ ---- —T — $220 _ _—_: F 4. Identify All Customers $220 r — -- -. - _— (5. Dete_rmmeAllocatlonBases _. --� $220; �$220 6. Prepare ISF Allocation _ 7 _CalculateilSFRates0._ 8. Prepare Management Guidelines $220 Any additional services requested by the City may either be negotiated at additional fixed, not -to -exceed rates, or charged on an actual cost basis using the following billing rates: r MGT Professional Staff Hourly Billing Rates Project Director $ 220 Senior Manager $ 185 Manager $ 170 Consultant $ 135 MGT CITY OF SANTA ANA, CALIFORNIA I MARCH 8, 2018 1 FEE PROPOSAL. ; CONSULTING GROUP RFP NO.18-02311 PROPOSAL FOR COSTALLOCATION PLAN ISF ALLOCATION STUDY 1 - 25A-79 25A-80 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE AN AGREEMENT WITH BEAN SPROUTS, LLC, DBA BEAN SPROUTS TO PROVIDE FOOD CONCESSION SERVICES AT THE SANTA ANA ZOO (STRATEGIC PLAN NO. 5, 5C) r ClMANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an agreement with Bean Sprouts, LLC, dba Bean Sprouts to provide food concession services at the Santa Ana Zoo with a 6% revenue share to the City on the first $500,000 (8% revenue share above $500,000) that includes a $8,400 per quarter lease guarantee and an initial investment by Bean Sprouts of $50,000 in capital improvements for the period April 17, 2018 to March 31, 2023, with two, three-year renewal options, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Zoo at Prentice Park receives 275,000 visitors per year from all over Orange County. To enhance the visitor experience, the Zoo food concession provides a variety of hot and cold meals, beverages, and snack food items. The Zoo's food concession facility is designed to service customers both inside and outside the Zoo. In addition, the Zoo has a large private picnic area and 150-seat amphitheater that is suitable for private parties up to 500 people. These areas are often used for catering private and company picnics and after-hours events operated by the City and Friends of Santa Ana Zoo (FOSAZ). The existing Zoo concessionaire was selected in 2010. On October 26, 2017, a Request for Proposals (RFPs) was issued to solicit proposals for providing concession services at the Santa Ana Zoo. An evaluation committee consisting of three representatives from the Santa Ana Zoo, one representative from the Friends of the Santa Ana Zoo and one representative from the Parks, Recreation and Community Services, Recreation Division reviewed and rated the proposals. The proposals were evaluated according to the criteria listed in the RFP, which includes vendor credentials and experience, operations and menu and marketing. The results of the RFP evaluation were as follows: 25B-1 Approve an Agreement Bean Sprouts, LLC, dba Bean Sprouts to Provide Food Concession Services at the Santa Ana Zoo May 1 2018 Page 2 Vendor Score Bean Sprouts 477 Knowlwoods 353 PFD Management 278 Beans Sprouts' sole focus is serving family destinations and the importance of the visitor experience. They complement their environmentally responsible and sustainable efforts with high - quality ingredient guidelines that emphasize organic, hormone- and antibiotic -free offerings. With a menu that includes sandwiches, salads, pizzas, and organic espresso bar alongside our "Imaginibbles kids" menu. Santa Ana Zoo staff believes that their operational philosophy is in line with the new mission and goals illustrated in the recently adopted Zoo Master Plan. Additionally, the fresh, non -fried menu food options will lend themselves to quicker service to customers. Bean Sprouts is the current concessionaire for the Discovery Science Center. The evaluation committee determined that this was beneficial in that they have experience in a similar setting within the same City. The agreement will provide the City with a 6% share of gross revenues with an increase to 8% for revenues exceeding $500,000. A guarantee of $8,400 per quarter will be provided to the City, which is equal to the amount the City receives from the current concessionaire. Additionally, Beans Sprouts will have an initial investment for capital improvements of the facility in the amount of $50,000 to be undertaken by Beans Sprouts with approval by the City. That along with their start-up costs estimated at $148,750 for equipment, staff recruitment, staff training, signage and permits brings their opening investment to $198,750. For this reason, the Parks, Recreation and Community Services Agency is requesting a longer than usual agreement for the City of five years with two, three year renewal options. Staff discussed the matter with the consultant working on the Master Plan and determined that based on the proposal offered by Beans Sprouts that the length is reasonable. Beans Sprouts is anticipated to open their doors when the physical improvements are complete and they receive final approval from the Orange County Health Department. The City is providing up to 120 days from approval of the contract to complete the improvements. The current Zoo concessionaire will continue to operate. The concession agreement with the current vendor is scheduled to expire on June 30, 2018. The Zoo will make accommodations with other sources, such as food trucks, to cover the period from when the current concessionaire closes to when the new operator opens. 25B-2 Approve an Agreement Bean Sprouts, LLC, dba Bean Sprouts to Provide Food Concession Services at the Santa Ana Zoo May 12018 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #5 (Promote a strong arts and culture infrastructure), Strategy C (Promote arts and culture by partnering with artist groups and merchants to hold events celebrating art in public plazas, parks and other City -controlled open space). FISCAL IMPACT Funds will be deposited in the following account for the specified years: Accounting Unit FY 18/19-21/22 FY 22/23 Amounts reflect the guaranteed quarterly amount. Any additional amount will also be deposited in the above account. Revenue for the first quarter will be based on actual opening date. If the agreement is renewed, funds will be deposited in the following account for the specified years: Unit FY22/23 FY 23/24-27/28 FY 28/29 Sale Concession (no. 01113002-53313) $8,400 Gerardo Mouet Executive Director Parks, Recreation and Community Services Agency Exhibit: 1. Agreement — Beans Sprouts APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez Executive Director Finance and Management Services Agency 25B-3 25B-4 FOOD SERVICE CONCESSION AGREEMENT FOR SANTA ANA ZOO THIS AGREEMENT is made and entered into this lst day of May, 2018 by and between Bean_ prouts , Q-.-a"WiSconsin Limited Liability Company doing business as Bean Sprouts ("Bean Sprouts"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a vendor that has expertise in providing healthy kid -friendly food and beverages for the Santa Ana Zoo ("Zoo"). B. City issued a Request for Proposal ("RFP") No. 17-128 for Zoo Concessions on October 26, 2017 incorporated by reference herein. C. Bean Sprouts. submitted a proposal for food service and a financial proposal dated November 30, 2017 and was selected by City staff to recommend to the City Council for approval to provide concessions at the Zoo. Bean Sprouts represents that it is willing and able to provide the services set forth in its proposal, as modified during negotiations. Bean Sprouts proposals in response to City's RFP are incorporated herein by reference. D. In undertaking the performance of this. Agreement, Bean Sprouts represents that it is knowledgeable in its field and that any services performed by Bean Sprouts under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional in the field of food and beverage service. 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. DEFINITIONS a. Fiscal Year- July IS` to June 30. b. Go Live Date- The date upon which Bean Sprouts opens for business to the public. A date to be mutually agreed upon by the parties to this Agreement in writing. The date will be at least 120 days (or such other time as mutually agreed) after this Agreement is fully executed to allow for improvements to the Premises, after Bean Sprouts receives authorization from the Orange County Health Care operation to serve food and beverages to the public, and after any other required licenses and permits to operate are obtained by Bean Sprouts. c. Gross Revenues- includes all amounts of any kind or charges received by Bean Sprouts for business conducted by it at the Premises, or in connection with the operation of Bean Sprouts' rights and privileges under this Agreement without deduction or exclusion unless specifically authorized by this Agreement; provided that Gross Revenues shall not include (i) sales taxes which are separately stated and that Bean Sprouts is required to collect from customers and pay to a taxing authority and (ii) authorized discounts given to employees, volunteers or members. Gross Revenues includes all transactions regardless of whether they were conducted using cash, credit, debit, exchange or otherwise and without regard to whether these amounts are actually collected by Bean Sprouts. No deduction shall be made for Page 1 of 17 25B-5 bad debts. Gross Revenues also includes any part of Bean Sprouts business conducted pursuant to the terms of this Agreement by any party other than Bean Sprouts. All of the Gross Revenues collected in such a manner will be treated as if they had been collected by Bean Sprouts directly. Each charge or sale upon installment or credit shall be treated as a receipt for the full price in the month in which such charge or sale is made, irrespective of the time when, or whether, Bean Sprouts actually received payment. d. The Premises- The concession building at the Zoo. A diagram of the location is attached hereto and marked as Exhibit A. 2. SCOPE OF SERVICES Bean Sprouts shall perform during the term of this Agreement food concession services at the Zoo described below and outlined in Bean Sprouts proposal for food service at the Zoo dated November 30, 2017. 3. LEASE PAYMENTS AND QUARTERLY LEASE GUARANTEE a. In consideration for the concession rights granted by this Agreement, Bean Sprouts agrees to pay the City lease payments for the Premises on a monthly basis 6% of its gross revenues from concession sales at the Zoo for the previous month for the first $500,000 per fiscal year and thereafter 8% of its gross revenues on a monthly basis from concession sales at the Zoo for the previous month for any revenues in excess of $500,000 per fiscal year. Monthly payments related to gross revenue will begin on the seventh day of the month after the Go Live Date and will continue to be due on the seventh day of each month until this Agreement expires or is terminated. b. Bean Sprouts agrees to a minimum quarterly lease guarantee of $8400 a quarter in the event that Bean Sprouts gross revenues from concessions do not exceed $8400 a quarter. The lease guarantee will start on the first day of the month after the Go Live Date and will continue thereafter until this Agreement expires or is terminated. c. In the event that Bean Sprouts is delinquent in paying any payments due under this Agreement for more than thirty (30) days, City shall be entitled to collect interest on those delinquent funds in the maximum amount allowed by law at the time. City will also be entitled to attorney's fees expended in collecting the delinquent amounts. City will also be entitled to any and all other remedies available pursuant to the law. 4. TERM This Agreement shall commence on the date first written above and continue until the date which is five (5) years after the Go Live Date ,unless terminated earlier in accordance with Section 21, below. The City has the option to extend the term of the agreement for up to two (2) additional three (3) year periods subject to approval of Bean Sprouts. The initial term, together with any Page 2 of 17 r extension terms, are referred to herein as the "Term." 5. ATTENDANCE GUARANTEE The Zoo's monthly attendance for the 2017 fiscal year are set forth on Exhibit B attached hereto (the "Attendance History"). Within ten (10) days of the end of each month during the Term, the Zoo Manager shall provide to Bean Sprouts updated daily attendance statistics reflecting the attendance numbers for the previous month. If, at anytime during the Term, the attendance at the Zoo falls to 90% or less of the figures shown in the Attendance History on a rolling twelve-month basis, then the City and Bean Sprouts will negotiate in good faith to reduce the payments required to be made by Bean Sprouts set forth.in Section 3 hereof. If, at any time during the Term, the visitor base at the Zoo falls to 75% or less of the figures shown in the Attendance Projections on a rolling twelve-month basis, then Bean Sprouts shall have the right to terminate this Agreement by providing ninety (90) days' written notice to City. 6. USE OF PREMISES AND RIGHTS OF BEANSPROUTS a. Use of Premises- Bean Sprouts shall use the Premises for the preparation and sale of to the public of food and non-alcoholic beverages, both at the Premises and for Zoo - based catering, and for preparation and sale of such other food and beverage items that shall be approved from time to time by City and for storage, office and administrative functions in connection with Bean Sprouts' operations under this Agreement. Bean Sprouts shall additionally have the right to sell branded retail items including but not limited to games and books but City will have the right to approve retail items. Bean Sprouts shall not use the premises for any purpose other than set forth herein. b. Rights Not Exclusive- The City may grant rights to other vendors to sell non- alcoholic and snack items and also retains those rights for the City in the Zoo gift shop or any additional Zoo shops that may be opened during the Term of this Agreement; provided, however, that, during the Tenn, the City will not, and will not grant rights to other vendors to, sell branded food products and beverages which are marketed as "kid -centric" and healthy. This provision does not apply to promotions where food or beverages may be given away, private parties where food is catered or brought in from an outside vendor, or to food brought by guests for personal consumption. c. Premises Taken "As Is"- Bean Sprouts takes the Premises without any improvement, repair or modification by the City; provided that City represents and warrants (i) that, to its knowledge, no Hazardous Substances have been used or stored in, on or about the Premises and (ii) that the structural components and mechanical systems of the Premises are in good working order. "Hazardous Substances" shall mean petroleum products and those substances included within the' definitions of "hazardous substances," "hazardous materials," "toxic substances," "solid waste" or "infectious waste" under all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Premises, and the rules and regulations of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or Page 3 of 17 25B-7 entity having jurisdiction over the Premises. d. Ownership. Use of Furniture. Fixtures and Equipment- City is the owner of the furniture, fixtures and equipment located at the Premises which may be used by Bean Sprouts in whole or in part for the preparation and service of food and beverages at the Premises. At the commencement of this Concession Agreement, City and Bean Sprouts will take.inventory of all Zoo furniture, fixtures and equipment. Furniture, fixtures, and equipment will be returned to City upon termination or expiration of this Agreement, in the same condition as received, ordinary wear and tear expected. To the extent that Bean Sprouts acquires additional built in furniture, fixtures and equipment for use at the Premises, all such additional built in furniture, fixtures and equipment will become property of the City. e. Improvements and Refurbishments to be made by Bean Sprouts- Within thirty (30) days after the execution of this Agreement, Bean Sprouts shall submit to City its proposed modifications to the Premises. City will have the sole right to approve or deny said proposed modifications to the Premises in whole or in part and/or to require such changes, if any, in such plans and specifications, as City shall deem necessary or desirable in its reasonable judgment including, without limitation, changes to comply with applicable building codes, health and safety regulations or other legal requirements or to make Premises more suitable for the services Bean Sprouts is obligated to provide pursuant to this Agreement. City will notify Bean Sprouts within fifteen (15) after receipt of the proposed modifications whether any changes to the proposed modifications will be required by City and if so, what changes will be requested. All proposed modifications to the Premises will be made at Bean Sprouts' expense. At a minimum, Bean Sprouts' proposed modifications to the Premises will include an investment in capital improvements, upgrades in equipment, signage, and people as outlined more fully in Bean Sprouts Financial Proposal dated November 30, 2017. f. Completion of Improvements to Premises -Following City's approval of the Bean Sprouts' proposed modifications to the Premises, Bean Sprouts shall take such action as is necessary to commence the construction and implementation of the Bean Sprouts Improvements to the Premises no later than one hundred and twenty days (120) of City's final approval of the proposed modifications; provided, that Bean Sprouts shall not be required to expend in excess of $200,000 in the aggregate on the proposed modifications. In the event that modifications necessary to comply with building codes, the Santa Ana Municipal Code and Charter, and/or the Health Department exceed $200,000 in the aggregate, the parties agree to meet and confer on a mutually agreeable solution to pay for the additional expenses, which may include a rent reduction or period of free rent. All improvements to the Premises will comply with applicable building codes, the Santa Ana Municipal Code and Charter, and any other legal requirements. Bean Sprouts will obtain all necessary permits and licenses at its expense for all improvements to the Premises. g. Title to Vest in the Citv- Title to all Bean Sprouts Improvements constructed, installed or placed in the Premises by Bean Sprouts under this Concession Agreement shall immediately vest in the City subject to Bean Sprouts right to use those improvements during the term of this Agreement. Page 4 of 17 r h. Maintenance and Repairs of the Premises -Except for maintenance and repairs necessitated by the willful acts or negligence of Bean Sprouts, or its agents, employees, invitees, licensees or customers, City shall be responsible for the costs of maintaining the exterior of the Premises, roof, foundation and structural components of the Premises as well as the parking lot, exterior and landscaped areas. City shall also be responsible for the replacement of all mechanical systems (including without limitation electric, HVAC and plumbing) when they reach the end of their useful life. City will have sole discretion to determine whether the mechanical systems have reached the end of their useful life. The City will use reasonable standards in the industry to determine when mechanical systems have reached the end of their useful life. Bean Sprouts shall be responsible for maintaining the interior of the Premises throughout the term of this Agreement in good condition. City acknowledges that normal wear and tear will occur. Bean Sprouts will be responsible at its expense as follows: 1) Repairs and maintenance for all equipment, furniture, and fixtures used within the Premises including but not limited to light fixtures, light bulbs, starters, equipment motors, and other similar items; 2) Cleaning of the Premises; 3) Equipment storage and maintenance 4) Storage and/or disposal of grease and flammable materials; 5) Storage and disposal of garbage. City shall designate location(s) of garbage bins. 6) Repair and maintenance (but not replacement) of all water, sewer and electrical lines maintained inside the Premises; 7) Repair and maintenance of floor within the Premises. i. Alterations not Allowed Unless Authorized by City- Alteration other than the proposed modifications and improvements discussed herein are not allowed to the Premises unless approved in writing by the City before the alterations are made; provided that Bean Sprouts may make non-structural changes, that do not require a building permit, to the interior of the Premises only, and which do not, individually, require more than $3,000 in expenditures, by providing City at least thirty (30) days prior written notice thereof. j. Satellite Carts -Bean Sprouts may have satellite carts at the Carrousel Plaza between the carrousel line and the train rides and/or at the Conservation Education Theater. When carts are not in use, they must be stored in the non-public area of the Zoo. Additional carts may be allowed with the Zoo Manager's prior approval. Sales from any satellite carts shall be included in Bean Sprouts' monthly concessions sales. 7. RIGHTS OF THE CITY City has all rights and powers provided by law which have not been expressly granted to Bean Sprouts pursuant to this Agreement, including but not limited to: Page 5 of 17 25B-9 a. Right of Entry and Right to Inspect Premises- City shall have the right to enter the Premises and inspect Premises. Except in the case of an emergency, City will provide reasonable notice of not less than twenty four (24) hours to Bean Sprouts of any inspection. b. Right to Restrict. Access to Areas of the Zoo- The Premises is located at the Santa Ana Zoo. Bean Sprouts right of access does not include non-public areas of the Zoo. City reserves the right to restrict or deny access to areas of the Zoo which do not include the Premises including but not limited to non-public areas of the Zoo. c. Right to Suspend or Terminate the Agreement- City has the right to terminate the Agreement as specified in this Agreement. In addition, City has the right to suspend any and all aspects of this Agreement for good cause. Good cause includes but is not limited to failure to comply with the Orange County Health Care Agency requirements related to food service and safety, excessive pricing, failure to comply with any applicable laws including but not limited to discrimination laws, labor and employment laws, building codes, health and safety provisions, and any other applicable local, state, or federal laws or regulations. City will notify Bean Sprouts in writing of any intent to suspend services under this Agreement and Bean Sprouts will be afforded at least ten (10) days to cure any default which underlies such suspension except for any health or safety issue. City and Bean Sprouts will confer on any potential suspension pursuant to this section but City will be entitled to the final determination about whether to suspend any portion or all services pursuant to this Agreement and for how long, provided that Bean Sprouts has failed to cure the default underlying the suspension as set forth above. d. Declarations of War, Local, State or National Emergency City is not responsible for any disruption of Bean Sprouts services under this Agreement when such disruption is due to a state of war, declaration of local, state or national emergency; provided that any disruption which results in all or a portion of the Premises being untenantable or inadequate for Bean Sprouts' business shall result in a proportional abatement of the Lease Payments required under Section 3. Any decrease in attendance due to any of the aforementioned events would not be included for purposes of calculating the attendance guarantee specified in this Agreement. e. Future Development- City reserves the right to make changes to the Zoo property in the future. To the extent possible, City will use due care to cause the least amount of disruption to Bean Sprouts' services and to the Premises as possible. 8. OPERATIONAL STANDARDS a. Bean Sprouts shall provide services pursuant to this Agreement.in a first class manner and shall maintain the Premises in a neat, clean, and orderly condition at all times. b. Bean Sprouts shall keep facilities free of all rodents and insects. Animals shall only be allowed as required by law. c. Bean Sprouts will provide marketing materials including graphics, menus and Page 6 of 17 25B-10 operational materials that are consistent with the overall Zoo aesthetic. d. Bean Sprouts will provide an array of kid -friendly and healthy food and drink options for Zoo patrons. Bean Sprouts and City will agree to meet and confer in the event that City determines additional food or beverage items should be added to the services provided by Bean Sprouts. Some food items may be restricted due to possible problems related to excessive litter or potential animal health issues. e. Bean Sprouts will endeavor to provide sustainable and environmentally conscious food options and serving -ware, consistent with the conservation -based mission of the Zoo. f. Bean Sprouts will limit the use of single -use plastics (plastic water bottles, straws, lids, plastic disposable utensils, single -serving condiment packages and similar plastic items). g. Bean Sprouts shall maintain the standard of quality and the quantity of similar food and beverage establishments offering a similar menu in Orange County, California. City shall have the right to approve any and all food and beverage items offered to Zoo patrons pursuant to this Agreement. h. Bean Sprouts shall maintain an "A" rating for sanitation pursuant to the regulations of the Orange County Health Care Agency and the State of California. i. Bean Sprouts shall provide prompt and efficient service. Bean Sprouts shall make certain that there.are a sufficient amount of employees on staff at the Premises at all times to ensure prompt and efficient service to Zoo patrons. Bean Sprouts shall make sure that its employees do not use foul or profane language, that they dress appropriately, and do not act in a manner at the Premises or on Zoo property which is disruptive, sexually explicit, harmful to the animals, or overly loud or boisterous. In particular, Bean Sprouts will impress upon their employees that service is provided in large part to minors and families. j. Bean Sprouts will not allow their employees to smoke, vape, consume alcohol, or consume illegal drugs on the premises or within the Zoo property at all time. k. Bean Sprouts will conduct background checks on all employees pursuant to the law and will comply with Penal Code section 290.95(c). 1. Bean Sprouts will appropriately train their employees on food safety, hand washing techniques, and any other matters relevant and necessary for individuals working in a business that prepares and serves food to the public. m. All food or beverage service employees shall be on the payroll of Bean Sprouts. All persons employed by Bean Sprouts and working at the Premises shall be in uniform, acceptable to the City, at all times. Said Bean Sprouts employees will adhere to all Zoo rules and regulations while on Zoo property or the Premises. n. Bean Sprouts will continually maintain the front of the concession stand in a clean condition. This includes cleaning the tables and chairs, picking up all trash and emptying trash cans in the outside eating area near the concessions stand. o. Trash from inside the Premises may be enclosed in proper containers behind the Premises in the service area but must be removed to the Zoo's dumpster on a daily basis before closing. No plastic bags of trash or cardboard boxes are to be stacked in the service area. All trash cans in the Premises and adjacent outdoor eating areas must be emptied at the end of the day. p. Bean Sprouts will comply with all applicable labor and employment laws and Page 7 of 17 25B-11 p. Bean Sprouts will comply with all applicable labor and employment laws and regulations. Bean Sprouts will be responsible for withholding of all payroll taxes and reporting of wages and any all worker's compensation injuries that may occur. q. Hours of Operation- Bean Sprouts shall keep facilities at the Premises open seven (7) days a week from 10 a.m to 4:00 p.m., except for Thanksgiving Day, Christmas Day, and New Years' Day, and any other day upon which the Zoo is closed. r. Pricing- The prices charged by Bean Sprout shall be similar to those charged by family destinations in Southern California for similar foods or beverages. In the event that City determines that prices charged by Bean Sprout pursuant to this Agreement are not consistent with restaurants located within family destinations, the City will meet and confer and make such adjustments that are necessary to keep prices competitive as compared to restaurants located within family destinations in Southern California selling similar foods and beverages. Pricing shall be obvious and easy to read and determine by Zoo patrons. s. Cooperation with any Successor- Bean Sprouts agrees to cooperate with any successor Bean Sprouts in the event of termination or expiration of this Agreement and to do so with the least amount of disruption as is possible for the Zoo patrons and the City;........ . t. Avoidance of Liens- in the performance of work done pursuant to any propose modifications or improvements to the Premises, Bean Sprouts shall keep the Premises free and clear of any mechanics or materials liens. Bean Sprouts shall indemnify and hold harmless City against any such liens or claims of lien's filed by Bean Sprouts contractors or material suppliers. U. On -Site Manager- Bean Sprouts will hire a qualified food service manager for its operations at the Premises. Such person will have the experience necessary to manage operations and employees and will have full power and authority to accept service of all notices. provided for herein and to oversee operation of the concession business herein authorized. Said manager will be on site during regular business hours and if unavailable, a responsible subordinate will be in charge and available. 9. ANNUAL AUDIT Within ninety (90) days of the end of the fiscal year, Bean Sprouts will provide to the City a statement of its total gross revenues for the past fiscal year or portion thereof as applicable. The financial report shall be prepared by an accounting firm approved by the City's Executive Director of the Finance and Management Agency. Said report will comply with Government Accountability Standards.. If such audit reveals that there was an underpayment of monthly gross receipts due to City pursuant to this Agreement, Bean Sprouts will pay to City the amount of the underpayment within sixty (60) days of the date of the final accounting report. If such audit reveals overpayment of monthly gross receipts paid to the City pursuant to this Agreement, Bean Sprouts will notify City in writing within sixty (60) days of the date of the final accounting Page 8 of 17 25B-12 report and any overpayment will be credited to Bean Sprouts for any obligation under this Agreement which is due or coming due. If the Agreement has expired or been terminated, then City will pay the amount of overpayment to Bean Sprouts within sixty (60) days of the date City is notified of the overpayment in writing. Bean Sprouts acknowledges that all financial reports prepared pursuant to this Agreement and submitted to the City will become a public record pursuant to California Government Code section 6250 et seq. 10. UTILITIES The City will pay utilities which includes water, gas and electricity. 11. INDEPENDENT CONTRACTOR Bean Sprouts 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 Bean Sprouts performs the services which are the subject matter of this Agreement; however, the services to be provided by Bean Sprouts shall be provided in a manner consistent with all applicable standards and regulations governing such services. Bean Sprouts 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. 12. INSURANCE Prior to undertaking performance of work under this Agreement, Bean Sprouts shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Bean Sprouts 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 Bean Sprouts' operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions: b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include Page 9 of 17 25B-13 coverage for owned, hired and non -owned automobiles C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Bean Sprouts, if Bean Sprouts 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, Bean Sprouts agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Bean Sprouts 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 Bean Sprouts pursuant to this section: i. Bean Sprouts shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty - (30) days -prior written notice to the City. -------- iv. Bean Sprouts shall supply City with a fully executed additional insured endorsement. f. If Bean Sprouts 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 Bean Sprouts' right to be paid for its time and materials expended prior to notification of termination. Bean Sprouts waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 13. INDEMNIFICATION Bean Sprouts agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of Bean Sprouts' business, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief that has been caused by Bean Sprouts' material breach of the terms of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Page 10 of 17 25B-14 14. RECORDS Bean Sprouts shall keep records and invoices in connection with the work to be performed under this Agreement. Bean Sprouts 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 Bean Sprouts under this Agreement. All such records and invoices shall be clearly identifiable. Bean Sprouts 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. Bean Sprouts 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 Bean Sprouts under this Agreement. Bean Sprouts shall install and record all sales and charges by means of cash registers or other comparable devices that display to the customer the amount of the transaction and automatically issue a receipt. The cash registers shall be equipped with devices that lock in sales totals and other transaction records, or with counters which are not re-settable and which record transaction numbers and sales details. Totals registered shall be read and recorded by Bean Sprouts at the beginning and._end of each business day. All voided transactions shall be supported by the _..__ .._. __ sup original cash register tape with supervisory approval documented. 15. CONFIDENTIALITY If either party receives from the other information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the party receiving such information 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 of a party. Confidential Information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Information disclosed to either party by any subsidiary and/or agent of the other party shall be considered Confidential Information. 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 a receiving party, disclosed in a publicly available source; (c) is in rightful possession of a receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by a receiving party without reference to information disclosed by the City. 16. CONFLICT OF INTEREST CLAUSE Bean Sprouts 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. City 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. Page 1 I of 17 25B-15 17. DISCRIMINATION Bean Sprouts 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. Bean Sprouts affirms that -it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. INTELLECTUAL PROPERTY a. Bean Sprouts' Intellectual Property. Bean Sprouts is the owner of the rights to certain trademarks, service marks and logotypes, including the registered service marks, "Bean Sprouts" and "Imaginibbles," used in the operation of its restaurant businesses (which, together with any future marks developed by or for the use of Bean Sprouts based upon any variation of the names "Bean Sprouts" or "Imaginibbles," are collectively referred to herein as the "Bean Sprouts Marks"). City hereby acknowledges and agrees that Bean Sprouts is the sole and exclusive owner of the Bean Sprouts Marks and that City shall obtain no right, title or interest or Sprouts' use of the Bean Sprouts Marks in carrying out its obligations hereunder. City further acknowledges and agrees that Bean Sprouts will conduct its operations hereunder using the Bean Sprouts Marks in its sole discretion. b. City's Intellectual Property. City is the owner of the rights to certain trademarks, service marks and logotypes, used in the operation of its businesses (which, together with any future marks developed by or for the use of City are collectively referred to herein as the "City Marks"). Bean Sprouts hereby acknowledges and agrees that City is the sole and exclusive owner of the City Marks and that Bean Sprouts shall obtain no right, title or interest in or to any of the City Marks through this Agreement or through City's use of the City Marks in carrying out its obligations hereunder. 19. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Bean Sprouts, 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 Bean Sprouts. 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 Bean Sprouts or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 12 of 17 25B-16 20. ASSIGNMENT AND SUBLETTING a. Inasmuch as this Agreement is intended to secure the specialized services of Bean Sprouts, Bean Sprouts 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 concessionaries retained by City. b. Bean Sprouts has no right to sublet the Premises. 21. TERMINATION a. By City- If Bean Sprouts breaches any of the provisions of this Agreement, City shall provide written notice thereof to Bean Sprouts, and shall thereafter afford Bean Sprouts thirty (30) days in which to cure any such breach. If Bean Sprouts fails to cure such breach during such cure period, this Agreement will terminate upon the expiration of the cure period. of this Agreement, Bean Sprouts shall provide written notice thereof to City, and shall thereafter afford City thirty (30) days in which to cure any such breach. If City fails to cure such breach during such cure period, this Agreement will terminate upon the expiration of the cure period. These termination rights are in addition to the termination right set forth in Section 5 hereof. 22. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 23. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 24. PROFESSIONAL LICENSES Bean Sprouts shall, throughout the term of this Agreement, maintain all necessary licenses, pennits, approvals, waivers, and exemptions necessary for the provision of the services hereunder Page 13 of 17 25B-17 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. Bean Sprouts shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25. 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. 26. 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 manner To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Parks, Recreation and Community Services Agency City of Santa Ana 20 Civic Center Plaza (M-23) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-4211 To Bean Sprouts: Bean Sprouts, LLC dba Bean Sprouts 655 South Main Street Suites 200-317 Orange, California 92868 Fax: persons: Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Page 14 of 17 25B-18 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 snail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this. Agreement 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: �i�t L� kF. lti". Fu; Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: GERARDO MOUET Executive Director Parks, Recreation and Community Services Agency CITY OF SANTA ANA Raul Godinez II City Manager BEAN SPROUTS, LLC By: Title: Page 15 of 17 25B-19 EXHIBIT A DIAGRAM SHOWING LOCATION OF PREMISES 25B-20 fQOOW-P-QA0T- ALE' •RO490T TIT SANTA.-AMA�, 25B-21 EXHIBIT B MONTHLY ATTENDANCE RECORDS FOR SANTA ANA ZOO FOR 2017 Page 17 of 17 25B-22 COSA - Unit Qty By Allocation Includes Transactions from 1/1/2017 to 12/3112017 Begin Time: None End Time: None Office Code: ZOO H Batch Month 1st present ation City of Santa Ana 1st present ation Orange County 2nd present ation all countie s 3rd present ation all countie s Adult Adult PM Adult PM WKND Adult WKND Assemb ly present ation Child Child PM Child PM WKND Child WKND January 2017 .1 4 4 3 1,961 526 657 1,629 2 1,132 190 236 636 February 2017 0 4 4 1 1,931 454 591 1,409 0 1,142 125 185 497 March 2017 01 31 2 01 3,759 6801 8801 2,929 1 2,9961 207 3551 1,245 April 2017 0 2 2 0 4,461 1,118 1,116 3,430 0 4,046 517 422 1,390 May _2017 0 5 4 2 4,371 736 550 2,551 1 4,301 215 225 843 June 2017 0 2 2 0 3,735 694 629 1,825 0 3,865 263 206 751 July 2017 0 3 3 1 3,656 929 682 2,379 0 3,309 628 272 897 August WU 0 5 5 1 3,065 639 560 1,881 1 2,406 330 256 741 September 2017 0 1 1 0 1,767 393 698 1,827 0 514 103 266 692 October 2017 0 2 1 2 0 1,242 410 589 2;093 0 431 104 215 827 November2017 0 6 4 0 2,487 473 532 2,217 0 1,128 185 160 858 December 2017 0 0 0 01 2,392 509 4961 1,705 0 1,080 162 158 656 Total 1 37 33 8 34,827 7,561 7,980 25,875 5 26,350 .3,029 2,9561 10,033 Report Date: 4/6/2018 5:16:56 PM -Wovah - Page 1 of 5 25B-23 CCSA -Unit Qty By Allocation Includes Transactions from 1/1/2017 to 12/31/2017 Begin Time: None End Time: None Office Code: ZOO Batch Month city Employ ee city Pass Discou nt Promot ion Discou nt Zoo Adult Discou nt Zoo Child Discou nt Zoo Senior DSC Free Adult DSC Free Child Educati on Chaper one Educati on Student Educati on Teacher FOSAZ Membe r FOSAZ Pass January2017 25 34 60 45 21 6 0 0 9 83 13 4,035 152 February 2017 34 30 16 34 23 8 0 0 112 446 28 3,774 153 March 2017 50 901 51 381 261 5 21 3 165 6831 54 5,331 194 Ap012017 73 80 48 59 32 2 0 0 0 0 123 5,707 397 May 2017 46 27 25 32 19 4 0 0 0 0 143 4,948 335 June 2017 51 14 9 72 54 13 0 .0 0 0 15 4,587 309 July 2017 44 20 5 40 36 6 0 0 0 0 0 5,019 541 August 2017 45 17 12 49 16 5 1 3 0 0 0 4,574 459 September 2017 12 17 16 22 8 5 0 0 0 0 1 4,153 359 October 2017 19 13 5 23 4 4 0 0 0 0 13 3,547 452 November 2017 35 33 15 40 20 3 0 0 52 301 43 4,664 912 December 2017 23 18 1 16 7 4 2 0 0 6 9 4,350 1,966 Total 457 393 263 470 266 65 S 6 338 1,513 442 54,689 6,229 Report Date: 4/6/2018 5:16:56 PM - iNovah - Page 2 of 5 25B-24 C®SA - Unit qty By Allocation Includes Transactions from 1/1/2017 to 12/31/2017 Begin Time: None End Time: None Office Code: ZOO H Batch Month Free Adult Free Child Free Child Promot ion Free Senior Other Zoo Discou nt Other Zoo Discou nt Adult Other Zoo Discou nt Child Other Zoo Discou nt Senior Other Zoo Free Membe r Overpa yment Rental SAR Adult SAR Child January 2017 458 17 1 2 14 2 0 1 61 0 332 151 137 February 2017 11 0 0 0 29 0 0 0 31 1 483 235 149 March 2017 36 1 1 01 181 4 31 0 69 11 579 414 312 April 2017 32 0 3 0 65 0 0 0 96 Stj 569 225 198 May 2017 117 240 1 0 62 0 0 0 74 15 549 344 152 June 2017 2 1 4 0 72 3 0 1 138 4 805 196 136 July 2017 54 38 12 1 91 0 0 0 181 2 556 336 274 August 2017 1 1 8 2 52 0 0 0 86 1 270 309 280 September 2017 6 0 0 0 58 0 0 0 43 0 568 321 219 October 2017 1 0 14 38 0 94 0 0 0 48 1 506 447 427 November 2017 12 0 0 2 114 0 0 0 35 1 279 169 115 December 2017 1 1 01 61 0 1341 91 4 1 1 691 01 280 123 97 Total 730 312 74 7 803 18 7 3 931 77 5,776 3,270 2,496 Report Date: 4/6/2018 5:16:56 PM - iNovah - Page 3 of 5 25B-25 COSA - Unit Qty By Allocation Includes Transactions from 1/1/2017 to 12/31/2017 Begin Time: None End Time: None Office Code: ZOO Batch Month BAR Child Under3 SAR Senior Scout Scout Parent / Sibling Self- Guided Visit Adult Self- Guided Visit Child Senior Senior PM Senior PM WKND Senior WKND Under 3 ZOO Explore rAdult Zoo Explore r Student January 2617 12 6 15 16 0 0 306 38 39 177 824 0 0 February 2017 36 2 77 67 0 0 332 52 45 164 957 0 0 March 2017 79 171 0 01 01 0 5801 821 74 3381 2,6331 0 0 April 2017 31 18 14 18 0 0 629 150 76 339 2,637 446 2,190 May 2017 74 7 82 74 0 0 493 56 54 260 2,062 515 2,581 June 2017 41 30 0 0 0 0 585 73 52 237 1,875 45 - 245 July 2017 45 14 0 0 0 0 504 124 69 264 2,016 0 0 August 2017 42 8 0 0 0 0 567 87 55 240 1,644 0 0 September 2017 50 14 0 0 130 117 376 48 49 198 1,442 0 0 October 2017 72 8 0 0 156 121 279 58 41 238 1,282 14 21 November 2017 1 45 5 7 12 163 212 436 61 55 251 1,584 130 302 December 2017 13 5 0 0 151 129 442 631 401 192 1,511 16 128 Total 540 114 195 187 600 579 5,529 892 649 2,898 20,467 1,166 5,467 Report Date: 4/6/2018 5:16:56 PM -Wovah - Page 4 of 5 25B-26 COSA - Unit Qty By Allocation Includes Transactions from 1/1/2017 to 12/3112017 Begin Time: None End Time: None Office Code: Z00 Batch Month Zoo Lab Chaper one Zoo Lab Student Total January 2017 0 0 14,073 February 2017 0 0 13,672 March 2017 0 01 24,990 April 2017 0 0 30,812 May 2017 0 0 27,195 June 2017 0 0 21,621 July 2017 0 0 23,051 August 2017 0 0 18,724 September 2017 0 0 14,494 October 2017 20 53 13,933 November 2017 0 0 18,158 December 2017 0 0 16,968 Total 20 53 237,69 1 Report Date: 4/6/2018 5:16:56 PM -Wovah - Page 5 of 5 25B-27 25B-28 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 1, 2018 TITLE: APPROVED APPROVE PROPERTY EXCHANGE ❑ As Recommended AGREEMENT FOR BRISTOL STREET ❑ As d El Ordinance mended on Reading IMPROVEMENTS PHASE 4 PROJECT ( 25 El Ordinance on 2ntl Reading NO. 116741, NON -GENERAL FUND) ❑ Implementing Resolution (STRATEGIC PLAN NOS. 6, 1 G; 3, 2C) ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the Agreement for the Exchange of Real Property with the following property owner, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly known as / location Acquisition Amount Victoria Vargas Bastida (APN 015-194-23) Exchange & $325,000 2205 S. Bristol St Purchase (APN 015-194-24) 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 (Exhibit 1), bounded by Warner Avenue and Saint Andrew Place. Property acquisitions for this phase are expected to be completed by spring 2018, and construction is anticipated to begin in summer 2018. This property acquisition can be completed as a "property exchange" which would be advantageous to both the City and the property owner. The advantage lies in the fact that the City owns unused residential parcels at 1251 West Camile Street and 1239 West Raymar Street (Exhibit 2), and the property owner is interested and motivated to remain in the vicinity. Settling the acquisition using a "property exchange" would also avoid litigation costs of around $25,000 to $50,000. Moreover, there would be savings related to terminating the property management services, currently in place to mitigate vandalism and break-ins at 1251 West Camile Street and 1239 West Raymar Street. 25C-1 Property Exchange — Bristol Street Improvements Phase 4 May 1, 2018 Page 2 Under the agreement (Exhibit 3), the parties will exchange fee interests in their respective properties. The City properties are valued at $625,000 and the Bastida properties are valued at $950,000, so the City would be providing the difference as compensation in the amount of $325,000. The property values were established by a State -licensed appraiser, and the offer was accepted and agreed upon by the property owner. 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 $325,000 are available in the Bristol Street Improvements Project (No. 116741) for expenditure in FY 2017-2018 in the Measure M2 Street Construction Fund (Account No. 03217663-66100), subject to nonsubstantive changes. �rL - Edwin "William" G Ivez, P.E. Acting Executive Director Public Works Agency FM/EWG/JG/ST APPROVED AS TO FUNDS & ACCOUNTS: . A�r Francisco Gutierrez i31 Executive Director J1 * s-u fu. A 0 31 Finance & Management Services Agency Exhibits: 1. Location Map — APNs 015-194-23 & 24 2. Location Map — APNs 010-111-02 & 010-281-19 3. Property Exchange Agreement 25C-2 MATCHLINE SEE BELOW RIGHT I I 1 i I I I 409.339.17 I I I I ST GERTRUDE PL I 140B471.01: I I I I I 409471-17 i W I I I i J i O In i i 408471-06 I WARNER AVENUE LEGEND: Km -SUBJECT PBEPEBTY -ACQUIRED PPOPERTIES SANTA ANA PWA PUBLIC TWKS ACENCY I I I 1 I I 1 7 I n l I I ST ANDREW PL m i AI I I I i i C ICl'L_.L._L__L. CAR PL I I I I I 14 W I I 1 _-L... ._.L__ GLENWOOD PL J fi fi 1-= ✓'I m For "i r r CAMDEN PL i i i�l Pf r-r--- 1•-- I 1 0 1 I I • r'-r--r--r-- �3T ANNE PL ` I I I I __ - ---- MATCHLINE SEE TOP LEFT PROPERTY EXCHANGE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO.116741 NON -GENERAL FUND) (Strategic Plan No. 6, 1, G; and 3, 2, C) PAGE 1 OF 1 25C-3 25C-4 LEGEND- -SUBJECT PROPERTY SANTA ANA P WA PUBLIC Y ,. AWICY 419 430 1 434' 43e 442 449 692 50e: 510' " ms� Ole ' i 522 WILLITS ST TmTm1 --j I BW T gar To T "1 --r..+--y TOLLIVER ST MYRTLE ST_ 1431 I I I rL__ T_4 I I I CAMILE ST r_j,7__7" 7' 7' I I I I I I I I I I W I N I I 11 �i ra lBISHOP ST Co�/� 6B5 mf �..r i A RAYMAR ST I I I i I RICHLAND ST ]Bl I-----•-i i I 711 EXHIBIT 2 PROPERTY EXCHANGE AGREEMENT FOR BRISTOL STREET IMPROVEMENTS PHASE 4 (PROJECT NO.116741 NON -GENERAL FUND) [Strategic Plan No. 6,1, GI and 3, 2, C) PAGE 1 OF 1 25C-5 25C-6 AGREEMENT FOR EXCHANGE OF REAL PROPERTY This Agreement for Exchange of Real Property ("Agreement") is entered as of the day of . 2018, 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 ("City'), and VICTORIA VARGAS-,BASTIDA, an individual ("Bastida"). The City and Bastida are hereinafter sometimes referred to collectivelyas-the "Parties." RECITALS A. City owns. certain real property commonly known- as Orange'County Assessor Parcel Nos. (APN) 010-111-02, and 010-281=19, located at 1251 West Camile ;Street and.1239'West Raymar Street, respectively, in the City of Santa Ana, County of Orange, State of California, as more particularly described and depicted in the Legal Description attached hereto as. Exhibit "A" and incorporated: herein by reference ("City Property"). B. The City Property was acquired by the City as part of the McFadden Avenue to Pine Street Phase of the Bristol Street Improvement Project. C. Bastida owns certain real property commonly known, as Orange County Assessor Parcel No. -015 194-23,located at 2201 S. Bristol Street, and-015 194 24:located-at 2205 S; Bristol Street 'in City of Santa Ana, County of Orange, State of California, as more particularly described and depicted in the Legal Description attached hereto as Exhibit `B" and incorporated herein by reference (`Bastida Property"). D. The Parties desire by this Agreement to provide the terms and conditions for the exchange of fee interests in the City Property and the Bastida Property. AGREEMENT THEREFORE, for and -in consideration of their mutual promises, covenants and agreements, and. suliject to the terms; conditions and provisions of this Agreement, the Parties agree as follows: 1. Exchange of Real Property 1.1. Conveyance by City. City agrees to convey the City Property to Bastida by Grant Deed, and Bastida agrees to accept the same from the City. 1.2. Convevance by Bastida. Bastida agrees to convey the Bastida Property to City by Grant Deed, and City agrees to accept the same from Bastida. 1.3. Title Conveyance. The Parties agree that, except as, may hereinafter be otherwise expressly provided, the real properties subject to this Agreement shall be conveyed by the Parties, 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. The Parties hereby warrant that the title to said real properties to be conveyed by the Parties shall be free and clear as.provided above. The Parties further agree Page ] of 17 u that acceptance 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 either Party of its right to the full and clear title hereinabove agreed to be conveyed by the Parties, nor of any right which might accrue because of the failure of the Parties to convey title as hereinabove provided. 2. Consideration 2.1 Consideration. The City Property is valued at S625,000 and the Bastida Property is valued. at $950,000. In full and complete payment for the exchange of fee interests in the City Property and the Bastida Property, City shall provide to Bastida the signed grant deed for the City Property in the form attached as Exhibit "C" plus the sum of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000:00), .and Bastida shall provide to City signed grant deeds for the Bastida Property in the form attached as Exhibit "D". 3. Escrow 3.1 Escrow Agent., Within five (5) days from and after the execution of this Agreement by all Parties, City" agrees to open an escrow at the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California ("Escrow Agent'). This. Agreement constitutes the joint escrow instructions of the Parties and a duplicate original of -this Agreement shall -'be delivered to the Escrow Agent upon the opening.of the escrow ("Effective Date'D. 3.2 Escrow Agent Authorization. The Escrow Agent hereby is empowered .to act under this Agreement and the General Escrow Provisions, attached hereto as Exhibit E and incorporated herein by reference, and upon indicating its acceptance of this Agreement and the General Escrow Provisions, in writing, delivered to the Parties within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. 3.3 Escrow Agent Liability. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under this Agreement. 3.4 Closing Costs. 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 Bastida Property to City. City and Bastida agree to split and Escrow Agent is hereby authorized to charge equally to the City and Bastida 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 City Property to Bastida. 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 3.5 Title Insurance. The Parties agree to deliver. concurrently with the conveyance of said real properties, 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 receiving Party therein named as the insured, in an amount equal to the appraised value of the subject property, insuring the title to said real property is free and Page 2 of 17 25C-8 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 the receiving Party may hereinafter expressly agree to take subj ect to. Acceptance by the receiving Party of any such policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by receiving Party of its,right_to, such insurance as is herein required of the granting,Party; nor a waiver by the receiving Party of any rights of action for damages or any other rights which may accrue to the receiving Party by reason of the failure of the giving Party to convey title or to provide title insurance as required in this Agreement. 3.6 PronertyTaxes. (a) Such real property taxes, if any, on the subject real properties for the fiscal year within which said real property is conveyed.to the receiving Party as are unpaid at the time of said conveyance: shall be cleated and paid in accordance with the provisions of Section 4986 'of the Revenue and Taxation Code of the State of California. (b) The granting Party 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 the receiving Party is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to the receiving Party 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 the granting Party has prepaid any taxes or assessments attributable to the subject real property, the granting Party shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, the receiving Party shall assist the granting Party, at the granting Party's sole cost, in obtaining said refund, if any; however, in no case shall the receiving Party credit or otherwise pay the. granting Party for that refund, if any, through or outside of Escrow: (c) All unpaid taxes on either property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by the granting Party before conveyance of said real property to the receiving Party. 3.7 Deposit of Funds and Documents. (a) Prior to,Close of Escrow; the. Parties shall deposit into Escrow (i) all escrow and Closing Costs as described above; and (ii) such other documentation as is necessary to close Escrow; (b) Prior to the Close of Escrow, each Party shall deposit.into Escrow (i) the properly executed grant deed for conveyance of each Property; (ii) a duly executed bill of sale, assignment and assumption agreement with respect to the tangible and intangible personal property included in, each Property; and (iii) such other documents and sums, if any; as are necessary to close Escrow in conformance herewith. Page 3 of 17 25C-9 3.8 Conditions Precedent to Close of Escrow. The obligation of the Parties to exchange the Properties as contemplated by this Agreement and the Close of Escrow is subject to satisfaction of each of the following conditions: (a) All representations and warranties of each.Party set forth in this Agreement shall be true and correct as of the date of the Close of Escrow; (b) Each Parry shall timely perform all obligations required by the terms of this Agreement to be performed by it; (c) The irrevocable and unconditional written ,agreement of Title Company to record the grant deeds at the Close of Escrow and to issue the Title Policy to the receiving Party, effective as of the date and time the deed is recorded; and,, (d) No material adverse physical change to either Property, including those caused by condemnation and/or casualty, shall have occurred subsequent; to the Effective Date and on or prior to the Close of Escrow. 3.9 Close of Escrow. The Escrow Agent is hereby authorized to close escrow upon and after ("Close of Escrow"): (a) Conveyance of the City Property by the City and the Ba§tida'Property by Bastida as hereinabove provided; (b) Acceptance by Bastida of a Grant Deed conveying the City Property, and acceptance by City of a Grant Deed conveying the Bastida Property; (c) Delivery to each Party of the policies of title insurance as hereinabove provided; (d) Recordation of the Grant Deed conveying the City Property and the Grant Deed conveying the Bastida Property. 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 either Property that cannot be resolved in Escrow, then either Party 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. 4. Representations and Warranties 4.1 Representations and Warranties of City. City, makes the following, representations and warranties with respect to the City Property, each of which shall survive Close of Escrow: (a) The execution and delivery of this Agreement, performance hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which the City is at present a party or by which the City is bound. Page 4 of 17 25C-10 (b) To City's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the -environmental, health and safety aspects of the City Property is pending, proposed or threatened. (c) City will not enter into any agreements or undertake any new obligations prior' to Close of Escrow that will in any way burden, encumber orotherwise affect the City Property without the prior written consent of Bastida (d) City is aware of its obligation under California Health and: Safety Code Section 253.59.7 to disclose any knowledge which they may have,regarding any release of. Hazardous Substances (as defined by applicable federal, state and local "statutes, rules and regulations) upon or under the City Property.. (e) To the best of City's knowledge the City 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, the.Califomia'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. (t) City, as a government agency, has not been subject to -real property tax assessment on the City Property. Transfer of title to the City Property to Bastida at the Close of Escrow will subject the City Property to an assessment from the Orange County Office of the Assessor and shall be the obligation of Bastida henceforth. 4.2 Reoresentations and Warranties of Bastida. Bastida makes the following representations and warranties, with respect to the Bastida Property, each of which shall.survive Close of Escrow: (a) The execution and delivery of this Agreement, performance 'hereunder, and the consummation of the transaction contemplated hereby will not constitute a violation of any order or decree or result in the breach of any contract or agreement to which Bastida is at present a party or by which Bastida is bound. ' (b) To Bastida's actual knowledge, no litigation and no governmental, administrative or regulatory act or proceeding regarding the environmental, health and safety aspects of the Bastida Property is pending, proposed or threatened. (c) Bastida will not enter into any agreements or undertake any new obligations prior to Close of Escrow that will in any way burden, encumber: or otherwise affect. the Bastida Property without the prior written consent of the City. (d) Bastida is aware of her obligation under California Health and Safety Code Section 2535977 to disclose any knowledge which they may have regarding any release of Hazardous Substances (as deleted by applicable federal, state and local statutes, Page 5 of 17 25C-11 rules and regulations) upon or under the Bastida Property. Bastida warrants and represents to the City that Bastida is not aware that any such Hazardous Substances have been generated, stored or disposed of upon or under the Bastida Property. (e) To the best of Bastida's knowledge the Bastida 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 bther 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, 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. 5. Right of Possession 5.1 Right of Possession. The Parties agree to deliver to each other quiet and peaceful physical and legal possession of the respective Properties, free of all personal property, effective: as, of the Close of Escrow. The City shall not need to seek a writ of possession in order to obtain access or otherwise secure the Bastida Property after close of escrow. To the extent that any writ of possession is required, or the City seeks a writ of possession, the parties hereby agree that the City is entitled to seek an immediate writ of possession three (3) days after close of escrow, and Bastida agrees she cannot oppose the issuance of any writ of possession as of that date. 6. As -Is Condition 6.1 As -Is Condition. Parties shall rely solely and exclusively upon the results of their own Due Diligence Investigations of the subject. Properties with regard to any physical condition or state of the Properties. By completing the exchange of the Properties, Parties evidence their unconditional acceptance of, the condition of each respective Property. Parties acknowledge and agree that each is acquiring its respective Property on an "AS -IS," "WHERE -IS" basis. Parties. are not offering to acquire the respective Property based on any representation by the other:Party, or a third party, except those expressly set forth in this Agreement. Parties hereby acknowledge that the exchange of the Properties is without warranties of any kind from the other Party, expressed or implied, except as expressly set forth in this. Agreement, as to the condition of the subject Property or its improvements, if any, including, without implied limitation, soils, access to the subject Property or to utilities, appliances, structure utility systems, roof, foundation, landscaping or any other component of the subject Property. Patties do not warrant that either Property conforms with any ordinances, including, without implied limitation, zoning or building ordinances. Acknowledgement of Full Benefits 7.1 Full Benefits. By execution of this Agreement, the Parties hereby acknowledge that this Agreement provides full payment for the acquisition of the subject Properties, and each Party hereby expressly and unconditionally waives any claim for damages, interest, loss of goodwill, severance damages, or any other compensation or benefits other than as already Page 6 of 17 25C-12 expressly provided for in this Agreernent.t 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 subject Properties. 8. Remedies 8.1 Remedies. If either Party defaults under this Agreement, and such default is not cured within thirty (30) days following the date of written notice of default, then the other Party may either: (i) terminate this Agreement by written notice, whereupon, this Agreement and the obligations of the Parties hereunder shall terminate (other than those. obligations that expressly survive a termination of this Agreement); or (ii) bring an action for specific performance of this Agreement. A iseellaneous 9.1 Notice. All notices or othercommunication provided for under this Agreement shall be in writing, and shall be delivered ,personally, sent by reputable overnight mail equivalent carver, or sent by registered or certified mail, return receipt requested, postage prepaid, addressed to the person to receive such notice or communication at the following address and shall be effective upon the earlier of actual receipt or refusal to accept delivery: If to the City: The City of Santa Ana Clerk of the. Council 20 Civic Center Plaza P.O.,Box1988 Santa Ana, CA 92702 With a copy to: City Attorney 20 Civic Center Plaza (M-29) P.O. Box' 1988 Santa Ana;: CA 9270.2 If to Bastida: Victoria Vargas Bastida 2201 S. Bristol Street An a, na, CA 92704 Notice of change of address shall be given by written notice in the manner set forth in this subsection. 9.2 Time is of the Essence. Time is of the essence with respect to each and every provision hereof. 9.3 Waivers. The waiver by either Party of any breach of any covenant or agreement herein contained on the part of the other.Party-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. 9.4 Assienment. Neither this Agreement, nor any interest herein, shall be assignable by any Party without prior written"consent of the other, non -assigning Party hereto. Page 7 of 17 25C-13 9.5 Inurement. Subject to the restrictions against assignment as herein contained, this Agreement, and all the terms, covenants, and conditions hereof, shall inure to the benefit of and shall be binding upon, the assigns, successors in interest, personal representatives, estates, heirs and legatees of the respective parties hereto. 9.6 Governing Law. All questions with respect to this Agreement, and rights and liabilities of the Parties hereto, shall be governed by the laws of.the State of California. Venue shall be in the County of.Orange. 9.7 Attorney Fees. In the event of any controversy, claim or dispute between the Parties hereto, arising out of or relating to this Agreement or the breach thereof, the'prevailing party shall; be entitled to recover from the other party reasonable expenses, attorney fees and costs. 9.8, Entire Agreement. The Agreement contains the entire. agreement of the Parties hereto, and supersedes any prior written or oral agreements between them concerning the subject matter contained herein. There are no representations; agreements, -arrangements, or understandings, oral or written, between the Parties hereto, relating to the subject matter contained in this Agreement which are not fully expressed herein. 9.9 Additional. Documents, All Parties hereto agree to execute any and all additional documents and instruments necessary to carry out the terms of this Agreement. 9.10 No Merger. All warranties, representations, acknowledgements, releases, covenants and obligations contained in this Agreement shall survive delivery and recordation of the grant deeds. 9.11 Contingency It is understood and agreed between the: Parties hereto that the completion of thistransaction, 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. 9.12 Modification and Amendment. This Agreement may not be modified or amended except in writing signed by the Parties. 9.13. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the clusion of which would adversely affect the validity, legality, or enf conorcement of this Agreement shall have no effect, but all the remaining provisions of this Agreement shall remain in full force. 9.14 Cantions. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing" this Agreement. 9.15 No Relimce•by One Party on the Other. Each Party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof.. The provisions_of this Agreement 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. Page 8 of17 25C-14 9.16 No Third Party Beneficiary. This Agreement is intended to benefit only the Parties hereto' and no other person or entity has or shall acquire any rights hereunder. 9.17 Duty to Cooperate Further. Each Party hereby agrees that it shall, upon request of the other, execute and deliver such fiuther 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 terns and conditions of this Agreement, without cost. 9.18 Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body.of this Agreement. 9.19 Authority to Execute A eement: The persons executing this Agreement and the. instruments referenced here.in'on behalf of City and Bastida hereby represent and warrant that such persons have the right, power.and authority to bind City" and Bastida, respectively, Bastida shall indemnify Cityfully, 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. 9.20 Counterparts. This Agreement may be signed in counterpart or duplicate copies, and any signed counterpart or duplicate copy shall be. equivalent to a signed original for all purposes. (SIGNATURES ON NEXT PAGE] SIGNATURE PAGE TO AGREEMENT FOR EXCHANGE OF REAL PROPERTY IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. CITY: CITY OF SANTA ANA,, a California charter city and municipal corporation Page 9 of 17 25C-15 am Raul Godinez I1 City Manager ATTEST: By: Maria Huizar Clerk of the Council APPROVED AS TO FORM: By: L J n M. Funk Assistant City Attorney M. By: Edwin "William" Galvez, PE Acting Executive Director, Public Works Agency BASTIDA: Victoria Vargas Bastida,,an individual By: f'/trl nr.a.,11_, Victoria Vargas Bastida Page10 of 18 25C-16 CITY PROPERTY EXHIBIT "A" LEGAL DESCRIPTIONS -1251 WEST CAMILE & "1239 WEST RAYMAR STREETS All right title and interest of Seller in and to that certain real property located in the City'of Santa Ana; Orange County, California, described as follows: Lot 16 of Tract 1466, in the City of Santa Ana, County of Orange, State of California, as per map recorded in Book 43, Page(s)13 of miscellaneous maps, in the Office of the ;County Recorder of said County. Lot 22'of Tract 1470, in the City of Santa Ana, County of Orange, ;State of California as per Map recorded in Book.44, page 25 of miscellaneous maps in the officeof said county. APN# 010-111-02 & 010-28149 Page 11, of 17 25C-17 BASTIDA PROPERTY EXHIBIT'B" LEGAL DESCRIPTIONS 2201 & 2205 S. BRISTOL All right title and interest of Seller in and to that certain real. property located in the Ciiy'of Santa Ana, Orange County, California, described as follows: LOT 194 OF TRACT NO. 1192, IN THE CPTY OF SANTA ANA, COUNTY OF ORANGE, STATE OF. CALIFORNIA AS PER MAP RECORDED IN BOOK 39, PAGE(S)16 AND 17, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. LOT 193 OF TRACT 1192 IN THE CITY OF SANTA ANA,, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 39, PAGE(S) 16 AND 17, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN # 015494-23 & 015494 24 Page 12 of 17 25C-18 EXMIT «E» (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 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 doonimnts, deposited in this escrow to the lender or lenders, the real estate .broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect, to this escrow or the rights of any of the parties hereto, or any money'or property deposited herein affected hereby, you shall have the right.to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and -you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge.as'custodian thereof of not less than $10,.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents; money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller. agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts,' each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. Page 17 of 17 25C-19 25C-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1,2018 TITLE: PURCHASE AGREEMENTS FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) (NON -GENERAL FUND) (STRAT�EGIIC� PLAN NOS. 6, 1G; 3, 2C) I� CIT MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute Purchase Agreements for the real property acquisition and goodwill (if any) with the property owners listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: No. Property Owner Property commonly Acquisition Amount known as / location Type 1. Angelica Higareda 315 E. Warner Ave. Full $465,000 (APN 403-143-14) 2 Roberto R. Fernandez 2245 S Maple St. Full $465,000 and Lupe Fernandez (APN 403-144-12) DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the 1-mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four - lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 1, bounded by Main Street and Oak Street, and construction is anticipated to begin in spring 2019. The property acquisitions are necessary to accommodate the street improvements for Phase 1 (Exhibit 1). The purchase offers were determined based on appraised values prepared by a 25D-1 Purchase Agreements for Real Property Acquisition Warner Avenue Improvements Phase 1 May 1, 2018 Page 2 California State licensed appraiser, and were accepted by the property owners. The compensation amounts listed above are incorporated in the attached agreements (Exhibits 2 and 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). Approval of this item also supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $930,000 are available in the Warner Avenue Improvements Project (No. 14-6802) for expenditure in FY 2017-2018: $697,500 in the Measure M2 Competitive Street Fund (Account No. 03217663-66100) and $232,500 in the Transportation System Improvement Area E Fund (Account No. 03417660-66100), subject to nonsubstantive changes. Edwin "William" Galv .E. Acting Executive Director Public Works Agency FM/EWG/JG/KN APPROVED AS TO FUNDS & ACCOUNTS: Qri> l"\:�a Francisco Gutierrez W� -0 � Executive Director �� "a 04-0 f'sb Finance & Management Services Agency Exhibits: 1. Location Map 2. Purchase Agreement - APN 403-143-14 3. Purchase Agreement - APN 403-144-12 25D-2 4 (NTS) SANTA ANA PWA PU61C �5 .GEEILY ORANGE AV 403.142-15 CYPRESS AV 403-141-081 1 ARCO GAS . STATION 1016.031-33 016.031-50 016.031-51 I 1016-031-38 1 . WELLS FARGO BANK MAIN ST -SUBJECT PROPERTY -ACQUIRED PROPERTIES WEE • 1016-103.23i .. •016: 103.22. .J KILSON DR OAK ST ROUSSELLE ST MAPLE ST Lu D z Q cc UJ 2Cc I016-090-22 OELHI PARK 1i 016-090.21 0 INS • ua m rc m ie • e oa 1ma z 1 016-090.25 I I I mz N �y P SW I m J W b W I m6 O _ I 016.035-15 In m !m MATCHLJNE SEE TOP LEFT 25D-3 25D-4 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2018, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" of Buyer ), and, Angelica Higsreda 'a married woman, as hersole' and separate property(hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, .conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase: from Seller, that..,certain real property (hereinafter "Said Real Property") legally .described as follows: SEE EXHIBIT "A" Legal Description ATTACHED HERETO AND BY THIS REFEREN..CEWADE=A, PART_IIEREOF (Commonly know_ n as 315 East Warner Avenue, Santa Ana CA) (AP.N'4037143-14) Said purchase and sale of; Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City; :by Grant Deed, at the office of Commonwealth Title. Company at 4100 Newport Place Drive, Suite 120,'Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement. ' 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property., shall be conveyed by Seller to City, as aforesaid, free'and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by.Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without, knowledge of any. 'condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of'its right to the full and clear title hereinabove agreed, to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the; conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company; with the City therein named as the insured; in' the amount of Four Hundred Sixty -Five Thousand and no/100 Dollars ($4fi5,000 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, hot constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. W YZ 4. Escrow. City, agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the .date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition. to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow; then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow., Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is,made,. Escrow shall be closed as "soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately uIpon close of Escrow. The Escrow Agent hereby .IS empowered to act`u"nder this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto.and incorporated herein by this, reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement,"shall carry out its duties as Escrow Agent hereunder. .City agrees to bear and Escrow Agent is .hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, 're-conveyance,fees, -document preparation fees, escrow fees and,any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona,fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265,240. The liability to the Escrow. Agent under this Agreement is limted'to performance of the -obligations imposed upon it under Section 4, Section 6, Section 8 and.Exhibit "B" of the General Provisions of this, Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid, in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California. Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State, of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date.the deed conveying said real property to City is recorded which is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer shall assist Seller, at Seller's sole.cost, in obtaining said refund, if any; however; in no case shall Buyer creditor otherwise pay Sellerfor that refund, if any, through or outside of Escrow. All .unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchaser price for said real property, fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Four Hundred Sixty -Five Thousand and no/100 Dollars ($465,000.00). City agrees to deposit said purchase price in escrow with the Escrow.Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement,. and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: a. Conveyance of said real property by Seller to City as hereinabove provided; b. Acceptance by City of a Grant Deed conveying said real property to City; 25D-6 c. Delivery to City of thepolicy: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 peacefulpossession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen days (14) days after close, of escrow, Seller shall ,have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. -Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days .after close of escrow shall be deemed abandoned by Seller on -that date,. b. 1f Seller does not vacate the -Property by the above. stated date, the Seller agrees to have the Court immediately issue. a Writ of Possession andlor Assistance, directing the Marshall or Sheriff of Orange County to take. physical possession of the Property in favor :of the City. 'Seller'waives'the right to have the City file an unlawful detainer action, as well as waive the right to any hearing .or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by. fourteen (14) days after close of escrow. 8. Rental and Occupancy By Seller.. Seller agrees to execute .a complete, current and, correct statement of rentals (Seller Estoppel) .bn 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 ail -day month/360=day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that .this. agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units •vacant through the close of escrow. -Seller agrees that'any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and Become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies; and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding_a period of one month. 9. Waivers. The.'waiver by, City of -any breach of any covenant or agreement herein contained on the part of the Seller shall not be, deemed or held to be a waiver of any subsequent`orother breach of said covenant or agreement note waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators; successors an&assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and'in all payments hereunder to be made, time.is and shall be of the essence. 12. Just Compensation.. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages: 25D-7 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer,. and Seller hereby expressly and unconditionally waives any claim for compensation for injury to, the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to: the realty;. damage to orloss '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 i or challenge Buyers 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 1263.815; 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.shail survive the Close of Escrow. B. This Agreemenf 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 315 East Warner Avenue, Santa Ana, CA 92707. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. 'It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this P.SA 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;a'ny 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), (it) 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 25D-8 Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance' under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, :(vi) asbestos; (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Cade, 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,a,nd, Recovery Act, 42 U.S.C. S6901 et sec. (42 U.S.C. S6903) or (xi) defined as:a "hazardous substances"'pursuant to Section '101 of the Comprehensive Environmental Response, Compensation, as amended by Pability Act, 42::U.S.C. S9601 et sue. (42 U.S.G. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation,, all applicable federal, state, and local laws pertaining to air 'and water ,quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to,.the Clean`Water, Clean Air; Federal Water Pollution Control, Solid Waste Disposal, Resource: Conservation Recovery lity and Comprehensive Environmental Response Compensation and. Liability Acts, ;and the California Environment Qua,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 Waterduality Controi Board, the State Water Resources Control Board, the Environmental Protection.Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and .against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon'(i) the presence, release, use, generation,discharge, storage, or disposal of any Hazardous -Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or -alleged violation, of any statute, ordinance, order,'rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials :on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance,. pollution, contamination,. leak, spill, release, or other adverse. effect on the environment).; This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that thecompletion 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 orthe conclusion. of which would adverselyaffect.the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain'tn full force. 23. Captions. Captions and headings in this PSA, including -the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25D-9 25. No Reliance By One Party On The Other. Each party has.received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question.. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no 'other .person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees thatIit 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 actsandthings 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 attomey's fees, for any injuries or damages to City in the event that such authority or power is not;:in fact, field by the"signatory or is withdrawn. 30. Incorporation of Exhibits. All Exhibits referenced herein'and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25D-10 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above.. SELLER: Angelica Higareda, a,married woman, as her sole and separate property /.f _ A City/Buyer City of.Santa Ana Raul'Godinez II City Manager Attest: Maria D. Huizar City Clerk Approved as to Form: qj�uj't� 0hn M. Funk ssistant City Attorney RECOMMENDED FOR APPROVAL: Date: 3 1Z , 2018 Date:, 2018 Date: 2018 Date: +-7- '2018 Date: 12018 Edwin "William" Galvez, P.E. Acting Executive Director Public Works Agency 25D-11 EXHIBIT "A" LEGAL DESRIPTION' ALL THAT'CERTAIN REAL PROPERTY SITUATION IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: LOT'24.IN BLOCK F TRACT NO. 638, IN THE, CITY.OF SANTA ANA, COUNTY OF ORANGE,. .STATE__°OF CALIFORNIA,.. AS PER MAP RECORDED IN BOOK'19 PAGE 17 OF _MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, ior'.s Parcel Number: 403-14344 25D-12 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow s.check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing, business in the State of California and may be transferred to ,any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made onthebasis 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 io fumish a copy of these instructions;,amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders; ithe real estate broker or brokers and/or the ,attorney or attorneys involved in this transaction upon:requestof 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, p suit in interpleaderbrought 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. heneio, 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. 25D-13 25D-14 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on 2018, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under .the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and, Roberto4R-,Fernandez-and- L-upe7ernandez, husband and wife -as joint tenants (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-2245 South Maple,Street; Santa-Ana=CA) �(APN 403-144 Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller: Seller agrees to convey said real property to City; by Grant Deed, at the office of Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be .Conveved. 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 Four Hundred Sixty -Five Thousand and no/100 Dollars ($465 00o Qp) 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 cornoMs�with.the requirements of this paragraph oi� not; shall not constitute a waiver by City of its right to such:insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on 'which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of-the.escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is: due to unforeseen conditions of title or interest of third parties -in the Property that cannot be resolved in Escrow, then buyer may,, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately Upon close of Escrow. The Escrow Agent hereby is empowered to act underthis Agreement, ,and upon indicating its acceptance of this ;Section 4. and of the General Provisions, described in Exhibit "B attached hereto and incorporated herein by this reference, in writing, delivered -to the City and to the Seller within,five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any.transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide .obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code, Procedures Section 1265.240. 'The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. 5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within Which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue- and Taxation Code of the State of California. Seller shall be eligible for a refund under.Section 5096.7 of the Revenue and Taxation Code of •the State of California for that portion of property taxes on said real property for said fiscal year which have. been paid prior to the date the deed conveying said real property to City is 'recorded which is allocable to:that portion of the fiscal year which begins on the data the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon Written request, Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund,, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price. City agrees to pay to Seller; and Seller agrees to accept from City, as and for the full purchase price for said real'property, fixtures & equipment (improvements pertaining to the realty); goodwill (if any), and severance damages, the total sum of Four Hundred Sixty -Five Thousand and nol100 Dollars ($465,000.00). City agrees to deposit said purchase price in escrow with the Escrow'Agent within THIRTY (30) days fromand 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; 25D-16 c. Delivery to City of the policy of,title insurance as hereinabove provided; d. Recordation of the Deed conveying said real property to City. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seller of all personal property. a. No later than fourteen days (14) days after close of escrow, Seller "shall have removed, all merchandise, inventory,• equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, 'and/or removable trade fixtures at the Property as. of three days after close of escrow •shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the. Court immediately issue a Writ of Possession and/or Assistance, directing the- _Marshall or Sheriff -of Orange County to take physical possession of the Property in favor of 'the City. Seller waives, the right to have,the City file an unlawful detainer action,,as well as waive the right to any hearing or any requirements for an ;application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to theissuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. 8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on•a"form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be prorated as of the close of escrow on the basis of a 30=day .month/360-day year consistent with 'that statement, subject to approval of City. Seller, hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the .City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seiler agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or'in the possession of Seller prior to the close of escrow shall 'be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement ,referred to, shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from ail liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein 10. Heirs, Assigns, Successors -in -Interest: This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors; administrators, successors and assigns of the respective Parties hereto. 11. Time is of the Essence. In all matters and things hereunder to be done and in all payments .hereunder to be made, time Is and shall be of the. essence.. 12. Just Compensation. Seller acknowledges and agrees'that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill,(if any), and "severance damages. 25D-17 13. Acknowledgment of Full Benefits and Release. A. By execution of this Agreement, Seller; on behalf of himself, his heirs, executors, administrators, successors and assigns; hereby acknowledges that this Agreement provides full payment for the acquisition of the; Property by Buyer, and Seller hereby •expressly and unconditionally waives any claim for compensation for injury to the remainder .Cseverance 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 1 263.61 5 and '1263.025; and attorneys. 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. ThisTelease shall survivethe Close of Escrow. B. This Agreement arose.out of Buyer's efforts to acquire the Property through;its municipal authority. Seller,.on behalf of;himself„his heirs, executors, administrators, successors and assigns, hereby fully releases .Buyer, its successors, agents; representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes ofaction by reason of any 'damage which has been sustained by Seller, or may' be sustained by Seller, as a result of Buyers 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 2245 South Maple'Street, Santa Ana, CA 92707. 15. Ezceotions. Cityagrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is, mutuallyagreed 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 or25122.7, 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 (CarpenterP.resley-Tanner Hazardous Substance Account Act),, (iii) defined as a "hazardous material "hazardous substance"; or "hazardous waste" under Section 25501 of the- `California Health and 25D-18 Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous" Substances), (v) ,petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, .(viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec. (42.U.S.C. S6903) or;(zi) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental, Response, Compensation, as amended by Liability Act, 42.'U.S.C. S9601 et se .,(42 U.S.C. S9601). 18. Compliance With Environmental Laws., To.the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable :federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and <other environmental matters, including, but not limited to, the Clean Water, Clean Air, _Federal Water Pollution Control, Solid Waste Disposal, Resource. Conservation Recovery and Comprehensive Environmental Response Compensation and Liability'Acts, :and the California Environment Quality Act, and the rules, regulations,; and ordinances of the;city within which the subject property is located,; the California Department of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal, state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action; suit, proceeding, loss,cost; damage, ,liability, deficiency, fine, penalty, punitive damage, o expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon () the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on; under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation; or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or'license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, -under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, finei 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 alffhe remaining provisions of this PSA shallremain in full force. 23. Captions. Captions and headings in ;this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25D-19 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 theprovisions 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. Au'thority to Execute Agreement. Each undersigned ;represents and warrants that its signature herein below has the power, authority and right to bind.their respectiveparties to each of the terms of this' SA, and "shall indemnify City fully, including reasonable costs and attomey's.fees, for any injuries or damages to City in the event that such authority or power is not; in fact, held by the signatory or is withdrawn. 30. Incorporation of,Exhibits. All Exhibits referenced herein and'attached hereto"shall be incorporated as if fully set -forth in the body of this PSA. 25D-20 IN WITNESS WHEREOF, the Parties hereto have executed ,this PSA on the date and year first written above. SELLER: Roberto R. Fernandez and Lupe Fernandez, husband and wife as joint tenants R Q ` Roberto R. Fernandez 'Lup6 Fernandez CityBayer City of Santa Ana Raul Godinez II City Manager Attests Maria D. Huizar City Clerk Approved as to Form: Jdbh M. Funk Assistant City.Attorney RECOMMENDEDFOR APPROVAL: Date:03 2018 Date: U3�4�� .tSr 2018 Date: Date: Date: +.— 1- 2018 I'T7E] r Date: , 2618 Edwin"William"Galvez, P.E. Acting Executive Director Public Works Agency 25D-21 EXHIBIT " Ay LEGAL DESRIPTION THE LAND REFERRED. TO HEREIN ,IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE SOUTH HALF OF LOTS 11, 12 AND 13 IN BLOCK "H OF TRACT 638, FURMAN TRACT NO.1, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED.IN BOOK 19, PAGE17 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY. 25D-22 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred .to any other general escrow account or accounts. The expression "close of escrow" means the date on which instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, `closing statements and/or any other documents deposited in this escrow to the lender or'lenders, the real estate broker or brokers and/or the. attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you. before or after close of.escrow. receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties .hereto, or any money or property, deposited herein affected hereby, you shall have the right to discontinue, any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all -costs, damag"es, 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 retum'-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. 25D-23 25D-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: MAY 1, 2018 TITLE: APPROVED ❑ As Recommended DONATION AGREEMENTS WITH El Or VARIOUS ORGANIZATIONS TO ❑ OOrrdinance on 1n' Reading ❑ Ordinance on 2ntl Reading SUPPORT COMMUNITY EVENTS AND ❑ Implementing Resolution PROGRAMS ❑ Set Public Hearing For (STRATEGIC PLAN NO. 5,4) CONTINUED TO FILE NUMBER CI MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute agreements with various organizations in support of their community events and programs, subject to nonsubstantive changes approved by the City Manager and the City Attorney, as follows: a. Orange County Community Foundation in support of on -going educational outreach and resources for Latino youth in Santa Ana, in a one time donation amount of $500 (Councilmember Sarmiento); b. Orange County Center for Contemporary Arts in support of Boca de Oro Art & Literature Festival that occurred March 3, 2018, in a one-time donation amount of $1,000 (CouncilmemberTinajero). DISCUSSION On August 4, 2015, City Council adopted Resolution 2015-042, establishing a City Special Event Sponsorship Policy and Guidelines for Disbursement of Discretionary Funds. This resolution and policy outlines the eligibility criteria for neighborhood associations and eligible non-profit entities for consideration of City Council sponsorship. In accordance with this policy, each Councilmember is allowed to appropriate up to $10,000 per fiscal year to support eligible organizations, including neighborhood associations and non-profit organizations. Eligible organizations that are not tax exempt under section 501(c)3 of the Internal Revenue Code are eligible for in -kind funding for City Services. 29A-1 Donation Agreements with Organizations to Support Community Events and Programs May 1, 2018 Page 2 The donation agreements listed above are in response to the Donation Requests (Exhibits 1-2) submitted by various community organizations or neighborhood associations to the specific Councilmembers, seeking sponsorship for community events and/or programs. The Councilmembers, respectively, reviewed and agreed to sponsoring the programs or events through the Special Event Sponsorship funds. Upon approval by City Council, the respective donation agreements (Exhibit 3-4) 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). FISCAL IMPACT Funds to support the City Council Sponsorship Policy are available in the Fiscal Year 2017-18 General Non -Departmental account (01105016-62300) as appropriate from each of the following Councilmember's appropriated amounts for Fiscal Year 2017-18: Councilmember Sarmiento $ 500.00 CouncilmemberTinajero $ 1,000.00 APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Vl Executive Director Finance and Management Services Agency EXHIBITS: 1-2. Donation Request Forms Donation Agreements 29A-2 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY COMMUNITY FOUNDATION (FISCAL SPONSOR FOR HISPANIC EDUCATION ENDOWMENT FUND 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on MAY 1, 2018 by and between the City of Santa Ana, a municipal corporation ("City") and ORANGE -COUNTY COMMUNITY FOUNDATION (FISCAL SPONSOR FOR HISPANIC EDUCATION ENDOWMENT FUND (HEEF) 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 TO PROVIDE EDUCATIONAL OPPORTUNITIES FOR YOUTH TO ATTEND FOUR-YEAR UNIVERSITIES ("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 Purnose. The City, by recommendation of COUNCILMEMBER SAR*)IhNTd, believes there is a public purpose in supporting the Community Benefit because it PROVIDES" ADDITIONAL RESOURCES THROUGH SCHOLARSHIP FUNDS FOR ORANGE COUNTY'S HISPANIC/LATINO YOUTH TO ATTEND FOUR-YEAR UNIVERSITIES. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of FIVE HUNDRED DOLLARS-0500);-because the City has determined that there is a public purpose to be served in supporting1he 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 I 29A-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. EXHIBIT 3 29A-4 CITY OF SANTA ANA By: Raul Godinez City Manager Attest., Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: 01rz UV., hn M. Funk Assistant City Attorney ORANGE COUNTY COMMUNITY FOUNDATION (FISCAL SPONSOR FOR HISPANIC EDUCATION ENDOWMENT FUND), a 501(c)(3) NON-PROFIT ORGANIZATION LIN Signature Name: EXHIBIT 2 29A-5 City of Santa Ana Cfty Manager's Office-M-31 `7 20 Civic Center Plaza Donation Request P.O. Box 1988 V Santa Ana, CA 92702 (714) 647-5200 Name: jMonica V. Guillena, MSW - —Tine: - Administrative Director ;Address: j4041 MacArthur Boulevard, Suite 510 City, state, zip: 1 Newport Beach, CA 92660 Phone: 949-5534202 ext. 253 EmaO: [heef@oc-d.org 'Fax: �949-553-4211 iName., SI Orange County Community Foundation as fiscal sponsor for Hispanic Education Endowment Fund u ITax-Exempt Status: Is your organization a non-profit or public tax-exempt organization as ISaleet One: 1 defined under Section 501(c)(3) of the Internal Revenue Code? I i Yes ❑ No f lfNo. you will only qualify for a credit for City -related costs for yourrequest 09. permit fees, i-�-- `-- -- '-"—- �stalftime. target rates forfactUfes orequipment,etc.).Costs for City services vary andN J1 Yes, �33�0371 Q V /�] �C7 approved, credit may or may not cover full cost of requested City services. i4ax to 0: ;City Sarvices Credit Amount Requested: — . Direct Payment Amount Requested: lEvent Location: Address, City, State. Zip oescdption of lEvent/Purpose: I !Community Benefit' ,Applicant Signature: 'Date Needed: I MayonlCounctimember. iSarmiento 500.00 Event Date:_ ;Event Time: i This $500 donation to the Orange County Hispanic Education Endowment Fund will help to 'support the overall mission which provides opportunities for OC Hispanic youth to attend college. I Each year, over 100 students are awarded HEEF scholarships to attend four-year universities. HEEF serves students who j have attended high school in Orange County, CA. HEEPs mission is to Improve access to higher education institutions for OC's Hispanic/Latino youth. Since Its Inception in 1993, HEEF has awarded over 2,200 scholarships totaring over $2.7M. Date:' 2 Z !Mall: City Managers Office- M-31 1 Email: donationrequest@santaena.org 20 Civic Center Plaza I Fax: (714) 647-6964 P.O. Box 1980 Santa Ana, CA 92702 Donation Request#: DR - _ Council Meeting Date: May 1, 2018 Eligibility Met: YES i NO YES Approved Amount $500.00 City Manager Signature: Date: EXHIBIT 1 CITY OF SANTA ANA DONATION AGREEMENT WITH ORANGE COUNTY CENTER FOR CONTEMPORARY ARTS 1. PARTIES AND DATE This Donation Agreement ("Agreement") is entered into on MAX, 12018_by and between the City of Santa Ana, a municipal corporation ("City") and ORANGE COUNTY CENTER -FOR GONTEMPORAI2Y_° ARTS 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 THE BOCA DE ORO: OC ART & LITERATURE FESTIVAL, HELD ON MARCH 3, 2018, TO HONOR POET LAUREATE LUIS RODRIGUEZ WHICH WAS A FREE EVENT TO THE COMMUNITY ("Community Benefit"). The Parties wish to enter into this Agreement to establish the terms and conditions under which the City will provide funding. ..2.2 Public Purpose. The City, by recommendation of COUNCILMEMBER TTN113I RO, believes there is a public purpose in supporting the Community Benefit because it PROVIDED ART AND LITERATURE TO YOUTH IN SANTA ANA AND MOTIVATE THEM TO APPRECIATE THE FINE ARTS IN DOWNTOWN SANTA ANA. The foregoing is a general description of the public purpose, and is not necessarily the only public purpose to be gained from the Community Benefit. 3. TERMS AND CONDITIONS 3.1 Use of Funds. The City has chosen to provide Recipient with a one-time payment of ONE THOUSAND DOLLARS-"6'500);'because the City has determined that there is a public purpose to be served in supporting'& 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 4 29A-7 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. EXHIBIT 4 29A-8 CITY OF SANTA ANA By: Raul Godinez City Manager Attest: By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho City Attorney By: _ hn M. Funk Assistant City Attorney ORANGE COUNTY CENTER FOR CONTEMPORARY ARTS, a 501(c)(3) NON-PROFIT ORGANIZATION By: Signature Name: EXHIBIT 4 29A-9 %17 City of Santa Ana Donation Request Cary Nanagrr'a Oerc, - MJr 20 Urc Cearn Ptuj P.O 80a rp" S=U Any CA 0770: Name: }: �JY.kine SpCrrcr eb OCCCA Treasumf Jeftcf FnSGh "noel Y.dYiscty [3=cj Mernt>e Address: ,Co East :tn Strect Fay, tswe, ft: Santa Ana �Peorw: i71d-815-2053 Ftn,l: mspencer@nabcinc.com, spenc11Cei tns:1 ch3ynorl.edu iac r1."a . -- .... ... Kranization Information Neale: Orange County Center for Contemporary Arts TaaFaernp7 S o—acn- Yoe) d vo r arim R YWs m odetiae�¢.mrta a�aaz�rm m {{uUw todan SOt(Cx2)d0n l7arn�i Ream CodA SeleA o,w: i - - �_---❑ -- - ✓ YeNo IdNO)ov OYdipRaL%fiia coat td GMmwW CD= tryaurmgf e=Ile. pw=ft4-L 3!87 rrm. WAY rarea 70r raCttted ctvyrarni CC) Cub ar CM SVew7 rey enddrlEN nia•-nycx a: Jsi-35358=1 �111avwea ced7 maYdrruynar mrrr F.a oosrdrrrow7aw G/fernef iTaa 00; a. icyservic"cromt 1 0 oats ARepuested: I mour eb 25.2018 laayvdCounceananacr. IF' rry r - - -- a t°� "fl1OVni s1,000 era�e: (PdarCh3,2018 �tT►rw 12:00pm-2:00pm - E, w Locabm: 117 North Sycamore, Santa Ana CA 92701 ., aCyr.^.."2a E OCA de O:o: OC At- and Ldera4lre Festrvst. TO pay for Honorarium of Past Laweate Luis oescrvaon or Rodngxz who w111 to operung Lne 2018 Festr: at in Santa Ana on March 3, 2018 Evert 1 Purpose: .. .. _. _.._-_-rt�Y'(yi•:_nrMYa: Y: Pd �1amN;v f.7srm rra+ ya 'CK:a•p Ms -"A Wr rn"-V t:r n� Comwunay eotleat wT roa WC 177wn .on_ AWOVa IOrr.n7 La Nan Loco Gatv2 Oa^ x Oars m 1 A. Wlrm Te CSr OQ Lar+ry amyg :Cc: i w a » r ce::,-.i and rnec.L'v rx ru-.r an] su Lrrq ±,a n o� cry sa xt yan Cn :tr syr� yr APak" 'il2adcfec� e S,tee�sr�z - - - 0410: - - Feb. 10 2018 mea: Cay YaneOefa Oran-MJ1 Ern": donetbnwV,r+ei'�famntr+e e+0 20 CMC Catlhr Pun Fat: (714) M-WS4 P.O. Got 105a Sards Ary CA 02702 elvm• et<c vrs140 YES Gry lo,"n S ,mtu-r Coss.ca v.-r:n0 Dow May 1, 2018 Owe EXHIBIT 2 Ftw 010SP2017 29A-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: ORDINANCE FIRST READING: ADOPT AND ADD SECTIONS 10-700, 10-701,10-702 AND 10-703 TO THE SANTA ANA MUNICIPAL CODE RELATED TO AGGRESSIVE OR INTRUSIVE SOLICITATION (STRATEGIC PLAN NO. 5, 1) CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Place ordinance on first reading for consideration of adoption. DISCUSSION On April 3rd, 2018, the following ordinance was introduced to the City Council for review and discussion. City Council directed staff to re-examine the proposed ordinance: ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING ARTICLE XII OF CHAPTER 10 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO AGGRESSIVE OR INTRUSIVE SOLICITATION During the foregoing City Council meeting and in accordance with Section 413 of the City Charter, members of the City Council directed staff to assess certain suggested changes or alterations to the Ordinance. Specifically, council members identified subsection 10-702(c), and requested further staff review and analysis as the proposed code might adversely affect individuals suffering from mental illness as well as conceptual exclusions. City Staff has provided comments and analysis to that subsection and provided additional observations and revisions to the ordinance as follows: Section 10-702(c). The original proposed code section spoke to prohibiting solicitation activity on roadway medians due to public safety concerns. Council concerns sought to seek exemptions or exclusions for temporary and seasonal activities such as fruit sales, car washes, funeral fundraising so as not to criminalize non-profit activities or actions normally associated with humanitarian endeavors. After further analysis, City staff seeks to remove this section completely and comply with Council direction, which will address seasonal activities, fruit sales, flower sales, car washes, temporary activities and the like. Santa Ana Municipal Code Section 36- 118 already makes it unlawful to stand, walk or sit on any median. Although the proposed ordinance addressing aggressive and intrusive solicitation speaks to 50A-1 Ordinance — First Reading: Chapter 10 SAMC May 1, 2018 Page 2 "Public Places," it does not specifically call out locations such as sidewalks where the requested exclusions would be necessary. a. Recommended Action: i. Remove Section 10-702(c) Medians 2. Council sought to address through special considerations, solicitations conducted by those who may be mentally ill. Staff understands the necessity for law enforcement to evaluate each enforcement related contact by weighing the spirit of the law as compared to the letter of the law. Police Officers are afforded specific training to identify and/or address issues which arise from dealing with individuals experiencing mental health issues, however they are not clinical social workers, psychologists or psychiatrists. As such it would be unduly burdensome to place legislative restrictions on law enforcement in specifically identifying individuals experiencing mental health issues and precluding them from enforcement. Although municipal code violations are not specific intent crimes, officers understand it is counterproductive and injurious to the public health to unreasonably enforce the law against individuals incapable of understanding their conduct. a. Recommended Action: I. Provide training to enforcing officers regarding the spirit of the law and the Council intent. Following input from several departments, the Ordinance was drafted to specifically address certain locations where Aggressive and Intrusive Solicitation is a public safety concern. With the following issues and concerns in mind regarding items or activities addressed in the Ordinance: Danger or Risk Item or Activity Presenting Danger or Risk Identified Median Strips As per SAMC 36-118 — No person shall stand, walk or sit on any median. Driveways The Safe Mobility Santa Ana Study discovered collisions involving pedestrians occur frequently at driveways. Additionally, active driveways to business or retail centers were found to have a steady to heavy flow of vehicular traffic. Pedestrians loitering in or around driveways are exposed to potential contact with ingressing or egressing vehicles. Any person loitering around a driveway may block the line of sight or distract motorists while attempting to ingress oregress. Transit Stops Transit stops require unimpeded accessibility to and from the transit stops for commuters. Persons loitering around transit stops could impede access or create potential hazards for commuters. Additionally, when an individual is standing close 50A-2 Ordinance — First Reading: Chapter 10 SAMC May 1, 2018 Page 3 to the curb at a transit stop, transit operators may be forced to stop away from the actual transit stop at an alternate location that is not ADA compliant or simply further away from the curb. Public Utilities Code Section 99170 considers this type of conduct to be unlawful. Parkways Parkways are located adjacent to active vehicular travel lanes. There is an inherent traffic safety risk standing on a parkway with vehicles passing adjacent at high speeds. Standing too close to active traffic lanes further creates safety risks for a pedestrian in the event of tripping, losing their balance, or becoming unconscious and involuntarily falling into active traffic lanes. In addition, any person loitering around a parkway may block the line of sight or distract motorists while driving through the area. 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. However, Staff will seek City Council approval in the event that additional resources are needed to implement the ordinance. David Valentin Chief of Police Santa Ana Police Department Exhibit: Ordinance No. NS-XXXX y 1 W J y' 1 I ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING ARTICLE XII OF CHAPTER 10 OF THE SANTA ANA MUNICIPAL CODE PERTAINING TO AGGRESSIVE OR INTRUSIVE SOLICITATION THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City Council of the City of Santa Ana expressly finds that the activities and locations of individuals engaging in aggressive or intrusive solicitation have raised numerous public safety issues for both the individuals that are seeking monies and the persons being solicited for monies. City staff noted the inherent dangers in known locations in which individuals seeking donations place themselves at risk of physical harm to themselves and others. In addition, the acts of certain individuals seeking funds have placed members of the local community in the way of, or in fear of, physical harm from these aggressive or intrusive actions. B. Locations of Special Concern Median Strips A median is not intended for pedestrian activity. Per Santa Ana Municipal Code Section 36-16, the median is that portion of the street that separates lanes of vehicular traffic. There is an inherent traffic safety risk for individuals standing on a median with vehicles passing adjacent at high speeds. Standing too close to active traffic lanes further creates safety risks for a pedestrian in the event of tripping, losing their balance, or becoming unconscious and involuntarily failing into active traffic lanes. Per Santa Ana Municipal Code Section 36-118, no person shall stand, walk or sit on any median. 2. Driveways The Safe Mobility Santa Ana Study found that collisions involving pedestrians occur frequently at driveways. Furthermore, active driveways to business or retail centers have a steady to heavy flow of vehicular traffic. Pedestrians loitering in or around driveways are exposed to potential contact with ingressing or egressing vehicles. In addition, any person loitering around a driveway,may block the line of sight or distract motorists while attempting to ingress or egress. Ordinance No. NS-XXX Page 1 of 9 50A-5 3. Transit Stops Transit stops require unimpeded accessibility to and from the transit stops for commuters. Anyone loitering around transit stops may impede access or create potential trip hazards for commuters. Furthermore, when someone is standing close to the curb in a transit stop, transit operators may be forced to stop away from the actual transit stop at a location that is not ADA compliant or further away from the curb. Public Utilities Code Section 99170 considers this type of conduct to be unlawful. 4. Parkways Parkways are located adjacent to active vehicular travel lanes. There is an inherent traffic safety risk standing on a parkway with vehicles passing adjacent at high speeds. Standing too close to active traffic lanes further creates safety risks for a pedestrian in the event of tripping, losing their balance, or becoming unconscious and involuntarily falling into active traffic lanes. In addition, any person loitering around a parkway may block the line of sight or distract motorists while driving through the area. C. Pertinent Santa Ana Police Department Reports In 2017, the Santa Ana Police Department responded to over 930 calls for service reporting pedestrians in and out of the roadway, causing traffic hazards. All of these calls necessitated a lights and siren emergency response to the location to remove the endangered pedestrian(s) and to protect individuals attempting to lawfully utilize the roadway from becoming involved in a collision. Of these calls for service, on average over 70% of these were solicitor -related. 2. The Santa Ana Police Department has also responded to the following incidents regarding aggressive or intrusive solicitation: On April 17, 2017, at 3:20 p.m., an aggressive solicitor was asked to leave a grocery store. Instead of leaving, the individual produced a knife, proceeded to stand in the doorway of the market, and threatened employees with a knife. After police officers arrived, the individual refused lawful orders and assaulted officers and a police dog. b. On June 10, 2017, at 4:50 p.m., an aggressive solicitor was causing a disturbance at a private event being held at a coffee shop in Downtown Santa Ana. The individual failed to leave the area after being directed by a security officer, and subsequently entered the coffee shop, began screaming incoherently, picked up a metal chair and assaulted responding police officers. Ordinance No. NS-XXX Page 2 of 9 y 1 M c. On June 18, 2017, at 11:57 a.m., property owners from a restaurant reported an individual who frequented the area as a solicitor, causing a disturbance when several individuals refused to give him money. Private security contacted the individual. The individual began acting more erratic, produced a knife and threatened security personnel. d. On August 9, 2017, at 7:00 p.m., several residents were in a car driving down a city street. When they came to a stop, a solicitor requested money and was refused. The solicitor became angry and threw a heavy metal object through the windshield of the vehicle. e. August 16, 2017, at 11:00 p.m., a man was walking to his vehicle from a fast food restaurant, when he recognized an individual he knew to frequent the area as a solicitor. For an unknown reason, this solicitor approached the man and stabbed him with a knife. On August 19, 2017, at 6:49 p.m., an aggressive solicitor approached a man in front of a restaurant. The man refused to give money to the solicitor. The solicitor produced a knife and stabbed the man. 3. During 2017, the Santa Ana Police Department coordinated with law enforcement agencies from within Orange and Los Angeles counties to address teams of individuals going from city to city fraudulently requesting money for funeral expenses and to bury persons that had passed away while allegedly soliciting at major intersections and center medians. These individuals often purported to need funds to bury deceased children. Investigations revealed that these individuals were collecting money as part of a fraudulent well -organized scheme and that no funds were ever to be utilized for the funerals or burials. Adults had actually co-opted minors to be the individuals entering and exiting traffic, collecting funds and subsequently returning all proceeds of the fraud to the adults. Section 2. The City hereby adopts Article XII of Chapter 10 of the Santa Ana Municipal Code to read as follows: ARTICLE XII. AGGRESSIVE OR INTRUSIVE SOLICITATION Sec. 10-700. Purpose and Intent. The purpose of this Article is to protect the safety and welfare of the public and improve the quality of life and economic vitality of the City of Santa Ana by imposing reasonable time, place, and manner restrictions on aggressive and intrusive solicitation while respecting the constitutional rights of free speech for all citizens. Ordinance No. NS-XXX 50A-7 Page 3 of 9 Aggressive or intrusive solicitation typically includes approaching or following pedestrians, the use of abusive language, unwanted physical contact, or the intentional blocking of pedestrian and vehicular traffic. Aggressive or intrusive solicitation can contribute to the loss of access to, and enjoyment of, places open to the public, and can create an enhanced sense of fear, intimidation, and disorder. Solicitation from people in places where they are a 'captive audience" because it is difficult or impossible for them to exercise their own right to decline to listen to or avoid solicitation from others, presents a risk to the health, safety, and welfare of the public. The presence of individuals who solicit money from persons at or near banks or automated teller machines can be intimidating or threatening. Such activity often carries with it an implicit threat to both person and property. Other "captive audience" locations include public transportation vehicles, their designated locations for stops, outdoor dining areas, and gasoline stations. Restricting solicitation in such places will provide a balance between the rights of solicitors and the rights of persons who wish to decline or avoid such solicitations and will help to diminish or avoid the threat of violence in such unwarranted and unavoidable confrontations. Solicitation in the public roadway is unsafe and hazardous for solicitors, drivers, pedestrians, and the general public due to the increased risk of drivers becoming distracted from their primary duty to watch traffic, which may result in automobile accidents, congestion, blockage of streets, and delay and obstruction of the free flow of travel, all of which constitute substantial traffic safety problems. The practice of solicitation near driveways accessing shopping centers, retail establishments, and business establishments is unsafe and hazardous for solicitors, drivers, pedestrians, and the general public. The location of a solicitor near a driveway compromises a solicitors safety, impedes visibility, and impairs a drivers ability to safely enter and exit. Drivers also become distracted from their duty to watch traffic, which may result in automobile accidents, congestion, blockage of streets, and delay and obstruction of the free flow of travel, all of which constitute substantial traffic safety problems. Sec. 10-701. Definitions. As used in this article: (a) "Aggressive" means any of the following types of conduct: (1) Conduct intended or likely to cause a reasonable person to fear bodily harm to oneself or to another, to fear damage to or loss of property, or otherwise to be intimidated into giving money or any other thing of value; Ordinance No. NS-XXX Page 4 of 9 y 1 M • (2) Intentionally touching or causing physical contact with another person or an occupied vehicle without consent; (3) Closely following or approaching a person, after the person has indicated they do not want to be solicited or do not want to give money or any other thing of value; or (4) Making violent gestures toward a person. (b) `Automated teller machine" means any electronic information processing device that accepts or dispenses cash in connection with a credit, deposit, or convenience account. ---—�—`�?�utoma�dtel/er m�tacr7r� means an area comprise o one or more automated teller machines, and any adjacent space made available to banking customers. (d) "Bank' means any member bank of the Federal Reserve System, and any bank, banking association, trust company, savings bank, or other banking institution organized or operated under the laws of the United States, and any bank with deposits which are insured by the Federal Deposit Insurance Corporation. (e) "Check cashing business" means any person duly licensed as a check seller, bill payer, or prorater pursuant to division 3 of the California Financial Code, commencing with section 12000. (f) "Credit union" means any federal credit union and any state -chartered credit union with accounts insured by the Administrator of the National Credit Union Administration. (g) "Donation" means a gift of money or other item of value. (h) "Financial institution" means any bank, savings and loan association, credit union, or check cashing business. (i) "Intrusive" means any of the following types of conduct: (1) Thrusting or forcing oneself close to another person without invitation, permission, or welcome; (2) Physically contacting another person; Ordinance No. NS-XXX Page 5 of 9 50A-9 (3) Blocking a person's path of travel; or (4) Behaving in a threatening manner towards another person. Q) "Public place" means a place to which the public or a substantial group of persons has access, and includes, but is not limited to, a street, highway, sidewalk, parking lot, plaza, transportation facility, school, place of amusement, park, playground; or any doorway, entrance, hallway, lobby and other portion not constituting a room or apartment designed for actual residence, of any business establishment, apartment house, or hotel. (k) "Public transportation vehicle" means any vehicle designed, used, or maintained for carrying 10 or more persons, including the driver; or a vehicle designed for carrying fewer than 10 persons, including the driver, and used to carry passengers for hire. (1) "Solicit' or "solicitation" means to ask, beg, or request for an immediate donation of money or any other thing of value or for the direct and immediate sale of goods or services. Solicitation can be accomplished by using the spoken, written, or printed word, or bodily gestures, signs, or other means. Sec. 10-702. Prohibited solicitation. (a) No person shall solicit in an aggressive or intrusive manner in any public place. (b) Financial institutions and automated teller machines. (1) No person shall solicit within an automated teller machine facility without the express permission of the owner or other person lawfully in possession of the facility. (2) No person shall solicit within 30 feet of any financial institution during its business hours. (3) No person shall solicit within 30 feet of any automated teller machine during the time it is available for customers' use. If the automated teller machine is located within an automated teller machine facility, the 30 feet shall be measured from the entrance or exit of the automated teller machine facility. (4) Subsections (1) and (3) do not apply to any unenclosed automated teller machine located within any building, structure, or space that has a primary purpose or function that is unrelated Ordinance No. NS-XXX Page 6 of 9 50A-10 to banking activities, including but not limited to supermarkets, airports, and school buildings; provided that the automated teller machine is available for use only during the regular hours of operation of the building, structure, or space in which the machine is located. (c) Driveways accessing shopping centers, retail establishments, and business establishments. No person shall solicit from an operator or occupant traveling in a motor vehicle while the vehicle is located within 30 feet of a driveway skirt providing vehicular access to a shopping center, retail establishment, or business establishment. (d) Public transportation vehicles and stops. No person shall solicit in any public transportation vehicle or within 30 feet of any designated or (e) Gasoline/charging stations and fuel pumps. No person shall solicit from an operator or occupant of a motor vehicle while the vehicle is stopped in a gasoline or electronic vehicle charging station or at a gasoline pump or charging and fueling station. (f) Outdoor dining area. No person shall solicit from a person within the outdoor dining area of a restaurant, caf6, or similar establishment that serves food or drinks for immediate consumption. (g) Subsections (b) through (g) do not apply to solicitations authorized or conducted by the property owner, business owner, or employees on the premises. Sec. 10-703. Violations. (a) Any person who violates this Article may be charged with an infraction or a misdemeanor at the discretion of the City officer. (b) in addition to any other remedy allowed by law, any person who violates a provision of this Article is subject to criminal sanctions, civil actions, and administrative penalties pursuant to Section 1-8 of the Santa Ana Municipal Code. (c) All remedies prescribed under this Article are cumulative and the election of one or more remedies does not bar the City from the pursuit of any other remedy to enforce this Article. 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 Ordinance No. NS-XXX 50A-11 Page 7 of 9 it would have adopted this ordinance and each section, subsection, sentence, clause or phrase or portion thereof irrespective of the fact that any one or more section, subsection, sentence, clause, phrase, or portions be declared invalid or unconstitutional. Section 5. This ordinance shall become effective thirty (30) days after its adoption. Section 6. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. ADOPTED this _ day of, 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney l �GC.fi By Sandrwarzmann Senior Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify 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 Ordinance No. NS-XXX Page 8 of 9 50A-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: RESOLUTION AUTHORIZING GRANT APPLICATIONS FOR ORANGE COUNTY TRANSPORTATION AUTHORITY OC GO ENVIRONMENTAL CLEANUP PROGRAM (TIER 1, 2018- 2019) (STRATEGIC PLAN NO. 5, 6F) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1° Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a Resolution authorizing the Executive Director of the Public Works Agency to submit applications for funding consideration under the OC Go, formerly Measure M, Environmental Cleanup Program through the Orange County Transportation Authority, for a total application amount of $500,000; and, if awarded funds, to execute subsequent agreement with the Orange County Transportation Authority for expenditure of funds. The Orange County Transportation Authority (OCTA) has issued a Call for Projects under the OC Go Environmental Cleanup Program (ECP). The OC Go ECP program is designed to help protect Orange County beaches and waterways from transportation -generated pollution (urban runoff), and to improve overall water quality. The total amount of OC Go ECP funding is $2.8 million for Fiscal Year 18/19. The ECP grants in this Call for Projects are for Fiscal Year 18/19 under the Tier 1 Grant Program. The Tier 1 Grant Program provides up to $500,000 per applicant. Grant applications totaling $500,000 will be submitted with the goal of obtaining construction funds for a proposed water quality improvement project at Mabury Park and for the Water Quality Management Plan for Bristol Street Improvements - Phase IIIB (Exhibit 1). A signed Council Resolution authorizing the Executive Director of the Public Works Agency to submit the applications for funding consideration is a requirement of the grant application process (Exhibit 2). Given the importance of protecting waterways from transportation -generated pollution, staff recommends that the City Council adopt the Resolution to complete submission of these grant applications. 55A-1 Resolution Authorizing OCTA GO ECP Grant Applications May 1, 2018 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #6 (focus projects and programs on improving the health and wellness of all residents), Strategy F (incorporate health and wellness into all applicable policies and plans [e.g., General Plan, Comprehensive Economic Development Strategy, Capital Improvement Plan, etc.]). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The Council Resolution includes an acknowledgement that a minimum local match of 20 percent will be required for any grant award. If the City is awarded the full $500,000 request, the City match would be $125,000. $30,000 of this match has already been budgeted in the Bristol Street Improvements — Phase IIIB project (Project No. 116740). $95,000 will be budgeted in the Federal Clean Water Protection Enterprise FY 18/19 budget for a potential amendment of the FY 18/19 Capital Improvement Program, upon award of ECP funding for the Mabury Park project. Project Account Number Description Amount Bristol Street Phase IIIB: Select Street Washington Ave to 17th St 05917661-66220 Construction Fund $30,000 Pro'. No. 116740 Mabury Park Stormwater Capture Project 05717640-66220 Federal Clean Water $95,000 (Amend FY 18119 C/P, if ECP funds are Protection Enterprise awarded TOTAL $125,000 Edwin "William" Galfez, P.E. Acting Executive Director Public Works Agency EWG/TC/CF Exhibits: 1. Summary of Grant Applications 2. Resolution APPROVED AS TO FUNDS & ACCOUNTS: 1. Francisco Gutierrez �� 1S5A Executive DirectorOS-1 Finance & Management Services Agency 55A-2 ENVIRONMENTAL CLEAN-UP GRANT APPLICATIONS Recommended Projects Phase Grant Amount Local Match FY Amount Mabury Park Stormwater Capture Construction $380,000 $95,000 18/19 Project 11-6740: Bristol Street Phase 1116 Construction $120,000 $30,000 18/19 Washington Ave to 17'h St Exhibit 1 55A-3 55A-4 jmf 412118 RESOLUTION NO. 2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SUBMITTAL OF PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE OC GO, FORMERLY MEASURE M, ENVIRONMENTAL CLEANUP PROGRAM, TIER 1 FISCAL YEAR 2018-19 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 March 12, 2018, the Orange County Transportation Authority's (OCTA) Board of Directors authorized staff to issue the OC Go, formerly Measure M, Environmental Cleanup Program (ECP), Tier 1 Fiscal Year 2018-19 call for projects. B. The ECP Tier 1 program is designed to mitigate the more visible forms of pollutants, such as litter and debris that collects on the roadways and in the catch basins prior to being deposited in waterways and the ocean. It consists of funding for equipment purchases and installation to existing catch basins and related best management practices such as screens, filters, inserts, and other "street scale" low flow diversion devices. C. A total of $2.8 million is available to eligible applicants, which include Orange County cities and the County of Orange. The maximum amount that an applicant can receive in the funding period is $5Q0;000 forfiscaI year July 1;-2018to=J6M 30 .'20;19 D. For the Tier 1 Grant Program, a minimum local match of 20 percent of the eligible project cost is required. The matching funds shall be provided as a cash contribution. E. The City of Santa Ana has authority to nominate for ECP funding water quality improvement projects having a transportation pollution nexus. F. The projects to be nominated by the City are eligible projects for OC Go ECP Tier 1 funding. G. If awarded funding, require( ..:,- City will prior to the City will..provide,matching:.funds>for,each,project•as idelines. The iture_of,funds . Resolullon No. 2018-M Page 1 of 3 55A-5 jmf.4/2/18 Section 2. The City Council of the City of Santa Ana nominates with equal priority the following projects for OC Go Environmental Cleanup Program Funding, Tier 1: • Mabury Park Stormwater Capture Project • Bristol Street Widening Project Phase IIIB (Washington Avenue to 171h Street) Section 3. The City Council authorizes the Executive Director of the Public Works Agency to submit funding applications to OCTA for OC Go Environmental Cleanup. Program Funding, Tier 1 in the amount of Three Hundred Eighty Thousand Dollars ($380,000) for the Mabury Park Stormwater Capture Project and One Hundred Twenty Thousand Dollars ($120,000) for the Bristol Street Widening Project Phase 111B. Section 4. The City Council authorizes the City Manager, or the Executive Director of the Public Works Agency, or their respective designees, to conduct all negotiations, execute and submit.all documents, as well as applications, agreements, amendments, payment requests and so on, which may necessary for the completion of the projects named above. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2018. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: / ohn M.Funk Assistant City Attorney Resolution No. 2018-XXX Page 2 of 3 Jmf 4/2/18 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. 2018 - to be the original resolution adopted by the City Council of the City of Santa Ana on .2018. Date: Clerk of the Council City of Santa Ana Resoldon No. 2018-)= Page 3 of 3 55A-7 y • REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE THE FISCAL YEAR 2018 — 2019 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM (STRATEGIC PLAN NOS. 2,2; 2,4; 5,4; 5,6) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1r Reading ❑ Ordinance on 2°d Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER Approve the Fiscal Year 2018 - 2019 Community Development Block Grant Program in the estimated amount of $6,284,239 subject to adjustment upon notification of the Grant Year 2018 award from the United States Department of Housing and Urban Development. Direct the City Attorney to finalize and authorize the City Manager and the Clerk of the Council to execute memorandums of understanding with various city departments and agreements with nonprofit organizations awarded funds as part of the approved Community Development Block Grant Program for term beginning July 1, 2018 through June 30, 2019, subject to funding adjustment upon notification of the Grant Year 2018 award from the United States Department of Housing and Urban Development and non -substantive changes approved by the City Manager and City Attorney. City Department Award Community Development Agency - administration of the CDBG Program. Proposed funding amount calculated based off 20% admin cap less Fair Housing amount. Funds are also $2,067,532 used to make award grants of up to $5,000 to eligible microenter rise businesses in the City, Parks, Recreation and Community Services Agency - Neighborhood park $748,784 improvements. Public Works Agency - Residential street improvements. $748,784 Planning and Building Agency - To address property maintenance and life safety violations which contribute to the visual blight and general decline of an area. $864,263 60A-1 Fiscal Year 2018 — 2019 CDBG Program May 1, 2018 Page 2 Fair Housing Organization Award Orange County Fair Housing Council Inc. — Provides fairhousing education, landlord tenant counseling and enforcement services to combat housing discrimination and city $62,241 administrative support for the residents of the City of Santa Ana. A commitment to further fair housing is a requirement of CDBG funding. Public Service Organizations Award Delhi Center — Teens Engaged in Learning and Leadership Program $ 58,487 Delhi Center — Family Economic Success Initiative Program $ 71,279 OC Children's Therapeutic Arts Center - After school Arts, Tutoring, Family $ 59,320 Counseling, and Parenting Classes ALBI - Skill enrichment self-expression, stress relief and socialization through various arts $ 61,268 activities The Illumination Foundation - Children's Resource Center for homeless and at -risk $ 48,270 children and youth Legal Aid Society of Orange County - Free legal assistance to help expunge $ 43,938 criminal records Project Access, Inc. - Equips low-income youth, adults, and seniors with wraparound $ 37,220 support services Public Law Center — Affordable Housing & Homelessness Prevention Program $ 36,795 Nati's House Neutral Ground — Summer Night Lights Program $ 51,670 Taller San Jose Hope Builders - Hard skills training in business administration and life $ 48,836 skills Young Men's Christian Association of Orange County — Financial assistance $ 38,211 for Santa Ana Sorts & Aquatics programs and Santa Ana After School programs The Cambodian Family — Program to assist low-income youth and parents from $ 43,170 immigrant families to thrive in the areas of academics, leadership and parenting skills Community Health Initiative of Orange County - Provides outreach, $ 38,211 education, enrollment, and case management services to vulnerable populations Legal Aid Society of Orange County - Provides free, holistic legal assistance to $ 36,086 survivors of domestic violence WISEPlace - Housing, trauma -informed care and wrap -around services for homeless $ 38,778 women Nati's House (dba Neutral Ground) — After school programming and mentoring $ 45,577 Public Law Center — Consumer & Community Organizations Legal Assistance Project $ 35,519 COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its Regular Meeting on March 28, 2018, the Community Redevelopment and Housing Commission recommended approval of the nonprofit public services for the Fiscal Year 2018 - 2019 Community Development Block Grant Program to the City Council by a vote of 4:0 (Cano, Santana absent). 60A-2 Fiscal Year 2018 — 2019 CDBG Program May 1, 2018 Page 3 DISCUSSION The City of Santa Ana receives an annual allocation of Community Development Block Grant (CDBG) Program funds from the United States Department of Housing and Urban Development (HUD) to improve low to moderate -income neighborhoods, eliminate blight and create a more stable economic base. These funds may be used for a diverse range of programs including affordable housing, street improvements, park and public facilities improvements, economic development, code enforcement and public services. The City's estimated CDBG allocation for Grant Year (GY) 2018, Fiscal Year (FY) 2018 - 2019, is $5,284,239. The proposed FY 2018 - 2019 CDBG Program and Funding Plan consists of the Community Redevelopment and Housing Commission's (CRHC) funding recommendations for nonprofit public service programs and staffs funding recommendations for Administration and Planning, Code Enforcement, Economic Development, City Capital Improvements, and Housing. The CDBG Program and Funding Plan can be summarized in two general categories: Capital Projects/CDBG Program Funding Plan and Public Services. A summary of the process and allocation for the FY 2018 - 2019 CDBG Program is provided below for both general categories. Capital Projects/CDBG Program Funding Plan: The FY 2018 - 2019 CDBG Program Funding Plan includes the funding allocations for administration, fair housing, nonprofit public services, code enforcement in low- to moderate - income areas of the city to address health and safety violations, economic development to provide small business grants, residential street improvements, park improvements, multi -family rehabilitation loans, single-family rehabilitation loans, and homebuyer down payment assistance loans as described in the CDBG FY 2018 — 2019 Program Summaries (Exhibit 1). The CDBG allowable cap of 20 percent for administration and fair housing services is estimated to be $1,056,847 for FY 2018 - 2019. Administration is necessary for staffing, compliance, reporting, fiscal management, and monitoring of the entire program. Fair housing is necessary due to CDBG requirements that the City affirmatively further fair housing. The programs and projects have been determined to be of highest priority and need by the Executive Directors of the Parks, Recreation and Community Services Agency, Public Works Agency, Planning and Building Agency and Community Development Agency following the City's internal application process and the competitive public service allocation process described below. Public Services: A maximum of 15 percent of CDBG funding, estimated to be $792,635 for FY 2018 - 2019, may be used for public services. For FY 2018 - 2019, the City is providing the entire estimated public service allocation to nonprofit organizations for programs with an emphasis on crime prevention, intervention, and/or suppression for children, youth, and families (Exhibit 2). A new subcategory of funding was also made available for a Summer Night Lights Pilot Program. Following approval by City Council on December 19, 2017, the City solicited applications from nonprofit organizations from January 9, 2018 to February 5, 2018 and improved the application process by use of an online application system. Marketing of the CDBG application process and nonprofit outreach efforts included a press release, use of social media (via the City's Facebook page), a -mails to a nonprofit organization distribution list, mailings to nonprofits, and a dedicated 60A-3 Fiscal Year 2018 — 2019 CDBG Program May 1, 2018 Page 4 CDBG webpage. In addition, four CDBG training workshops were conducted to inform nonprofit organizations of the federal and local grant requirements. A total of 35 applications were received from 29 nonprofit organizations (five nonprofit organizations submitted multiple applications). Three nonprofit organizations applied for the Summer Night Lights Pilot Program. The applications were submitted to the Community Redevelopment and Housing Commissioners for review and rating based on the following criteria: Criteria Max Points Community Need (Max. 35 Points) • How well does the program align with a City of Santa Ana strategic plan goal AND meet the requirement of a program with an emphasis on crime prevention, intervention, and/or suppression efforts for children, youth and/or families? 15 • If other similar services are provided, how does this application complement or fill an existing gap? 5 • Does this program serve a Neighborhood Initiative residential area that has been adversely affected by disinvestment and decline? 10 • Has the applicant demonstrated a need for the proposed program in Santa Ana? 5 Experience (Max. 20 Points) • Does the organization have experience in providing the proposed service? 10 • Does the applicant have experience administering CDBG or any other Federal rants? 10 Capacity to Provide Service (Max. 25 Points) • Will the program benefit Santa Ana residents? If the program is outside of Santa Ana, did the organization explain how Santa Ana residents will be served? 5 . Does the program have benchmarks for success? Does the applicant have a means of measuring performance, qualitatively and quantitatively? 10 • Does the organization have the personnel qualified to provide the service and administer the rant? 10 Effective & Efficient Use of Funds (Max. 20 Points) • Does the cost per client appear reasonable when compared to similar programs? 10 • How many people will be served with CDBG funds; are a majority from Santa Ana? 5 • Does the application clearly identify how the grant funding will be spent? 5 TOTAL POINTS 100 60A-4 Fiscal Year 2018 — 2019 CDBG Program May 1, 2018 Page 5 Representatives from each organization were invited to present their proposed public service programs for funding consideration at two Community Redevelopment and Housing Commission public hearings on February 28, 2018 and March 1, 2018 held from 3:OOPM to 7:OOPM on both days. At the Special CRHC meeting on March 28, 2018, Commissioners finalized the funding recommendations provided in Exhibit 2. In order to maximize the allocation of limited funds, the Commissioners decided to reduce their recommended funding levels by 15% for all of the organizations, and allocate the remainder equally. The Summer Night Lights Pilot Program will be provided by Neutral Ground. The recommended funding amounts for the nonprofit organizations equals $792,635, with the exclusion of the Orange County Fair Housing Council, which is recommended to be funded out of program administration, as in previous years, as permitted by CDBG regulations. The Community Redevelopment and Housing Commission, acting with guidance from City staff, made substantial improvements to the Community Development Block Grant review process this year for our nonprofit allocation in order to strengthen the process. With close to $800,000 in grants being dispersed, it was critical for the Commission to allow each organization ample time to present their programs. Last year the applicants made presentations to the CRHC in City Council chambers, and were given 3 minutes each to present. This year, the site was moved to the Ross Annex, which allowed for a more open, informal format, where presenters could more easily interact with the Commission. Additionally, each organization was allotted 7 minutes each to present their program to the Commission, versus 3 minutes last year. They were also allowed to provide a PowerPoint presentation. A five minute follow up was then added to allow Commissioners the opportunity to ask questions of each organization. The presentations were held over a two day period after regular business hours from 3:OOPM — 7:OOPM and lasted a total of nearly 9 hours. The improvements this year were in addition to the on-line scoring process used for the first time last year, where each Commissioner applies a score to 12 questions that cover 34 key areas of each on-line application. After combining the scores from all six Commissioners, extensive deliberation was held at a follow-up meeting to ensure a balance between funding as many organizations as possible with sufficient funding to complete their objectives. Following this extremely thorough review process, the Commission is recommending funding for a total of 17 programs for consideration by City Council. Next Steps: The proposed FY 2018 - 2019 CDBG Program and Funding Plan includes the anticipated allocation from HUD at an estimated level of $5,284,239. Once the City receives the actual CDBG Program allocation for GY 2018 from HUD, the anticipated allocation amount of $5,284,239 will be adjusted to the actual amount. This adjustment may be an increase or decrease. If there is an increase for Capital Projects, staff will: 1) fully fund the City Capital Improvements projects to the amounts requested; or 2) request new applications from City Departments to fund new projects. If there is an increase for Public Services, the Commissioners directed staff to: 1) fund the next three organizations on the list that are scored equally at 82.67% (America On Track, Community Action Partnership of Orange County, and NeighborWorks of Orange County), if sufficient funds are available to fund all three organizations; and/or 2) fully fund the requested amounts from the organizations starting from the top until all of the additional CDBG Public Services funds are 60A-5 Fiscal Year 2018 — 2019 CDBG Program May 1, 2018 Page 6 exhausted. If there is a decrease in funds, staff will decrease funds equitably and proportionally for all Capital Projects and Public Services. The increase or decrease in the allocation will be applied to the agreements with nonprofit organizations and memorandums of understanding with city departments accordingly. If the FY 2018 — 2019 CDBG Program and Funding Plan is approved, staff will prepare and execute memorandums of understanding with various city departments (Exhibit 3) and agreements with nonprofit organizations (Exhibit 4) for the period of July 1, 2018 through June 30, 2019. All of the projects and programs are eligible for CDBG funding and are in alignment with the City's Five -Year Consolidated Plan, Strategic Plan and Capital Improvement Program. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet: Goal #1 - Community Safety, Objective #6 (Enhance Public Safety integration, communications and community outreach), Strategy F (The Santa Ana Police Department will collaborate with the Orange County Probation Department, Orange County Healthcare Agency caseworkers, business community, and associated non-profit organizations to assist in re-entry of recently released offenders into the community); Goal #2 - Youth, Education, Recreation, Objective #2 (Expand youth programing), Strategy A (Focus resources on quality youth engagement, enrichment and education programs through community center, libraries and after -school programs during out -of - school hours), and Strategy B (Expand the youth sports program so that youth recreational opportunities are established year-round); Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy D (Implement new Neighborhood Improvement Initiatives focusing on residential areas that have been adversely affected by disinvestment and decline. Program and services from a variety of resources will be utilized to achieve positive and sustainable improvements), and Objective #6 (Focus projects and programs on improving the health and wellness of all residents), Strategy C (Integrate a variety of health and wellness programs into existing programming at each of the city's community/recreation centers). FISCAL IMPACT Funds will be budgeted and available in the Community Development Block Grant account (nos. 13518780, 13518782, and 13518783) upon execution of a grant agreement between the City and HUD and adoption of the FY 2018-19 annual budget. It is anticipated that the CDBG allocation will be expended as follows: Anticipated Grant Year Program Account No. Expenditure in FY Amount 2018 Administration 13518780-various 2018-2019 $1,056,847 2018 Housing 13518782-various 2018-2019 $1,000,000 2018 Projects 13518783-various 2018-2019 $3,227,392 TOTAL: $5,284,239 Fiscal Year 2018 — 2019 CDBG Program May 1, 2018 Page 7 Judson��/ � Acting Executive Director Community Development Agency APPROVED AS TO FUNDS AND ACCOUNTS: J� Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibits: 1. CDBG Funding Plan 2. CRHC Public Service Recommendations 3. City Departments Memorandum of Understanding 4. Nonprofit CDBG Agreement 60A-7 .1 m PROGRAM APPROVED REQUESTED RECOMMENDED FY 17-18 FY 18-19 FY 18-19 ADMINISTRATION & PLANNING Administration and Planning Fair Housing CODEENFORCEMENT Community Preservation Code Enforcement Community Preservation Legal Services ECONOMIC DEVELOPMENT New Business Start -Up CITY CAPITAL IMPROVEMENTS Park Improvements Residential Street Improvements Neighborhood Sponsored Improvements HOUSING Single Family Rehab -City Multi Family Rehab Homebuyer Down. Payment Assistance NONPROFIT PUBLIC SERVICES Delhi Center (Teens Engaged in Learning and Leadership) Delhi Center (Family Economic Success Initiative) OC Children's Therapeutic Ads Center ALBI The Illumination Foundation Legal Aid Society of OC (Clean Slate Project) Project Access, Inc. Public Law Center Nat's House dba Neutral Ground (Summer Night Lights) Taller San Jose Hope Builders Young Men's Christian Association of Orange County The Cambodian Family Community Health Initiative Orange County Legal Aid Society of OC (Domestic Violence Prevention Project) WISEPlace Nati's House (dba Neutral Ground) Public Law Center $ 1,056,847 $ 1,056,847 $ 1,056,847 992,706 .: 992,706 994,606 64,141 64.141 62,241 $ 815,644 $ 815,644 $ 815,644 765,664 765,664 765,664 49,980 49,980 49,980 $ 72,926 $ 72,926 $ 72,926 72,926 72,926 72,926 $ 2,159,295 $ 1,969,900 $ 1,546,187 1,055,338. 875.000 748,784 1,055,338 1.044,900 748,784 48,619 50,000 48,619 $ 1,030,534 $ 1,000,000 $ 1,000,000 516,266 650,000 650.000 309,161 150.000 150,000 206,107 200,000 200,000 $ 792,635 $ 2,126,131 $ 792,635 60,050 74,104 58,487 - 95,976 71.279 70,068 75,000 59,320 56,679 74,250 61,268 77,290 75,000 48,270 42,870 63,568 43,938 - 50,000 37,220 - 50,000 36,795 - 75,000 51,670 - 75,000 48,836 35,038 75,000 38,211 51,321 80,000 43,170 52,390 60,000 38,211 40,809 47,103 36,086 37,099 65,000 38,778 62,557 75,000 46,577 - 50,000 35,519 Amedce on Track 58,740 75,000 - BigBrothersBigSistersofOC 37,924 45,000 - Boys& Girls Club of Santa Ana 61,832 76,000 - SantaAnaUnidos 57,968 - - TOTAL $ 6,927,881 $ 7,041,448 $ 5,284,239 CDBG ALLOCATION $ 5,284,239 $ 5,294,239 $ 5,284,239 CDBG ANTICIPATED PROGRAM INCOME $ 252,000 $ - $ - CDBG RE -ALLOCATION -AVAILABLE $ 391,642 $ - $ - SURPLUS/(DEFICIT) ADMINISTRATION CAP 20% OF ALLOCATION ADMINISTRATION PROPOSED SURPLUS/(DEFICIT) PUBLIC SERVICE CAP 15% OF ALLOCATION PUBLIC SERVICE PROPOSED SURPLUS/(DEFICIT) 'updated 4/10/2018 (1,757,209) $ $ 1,056.847 1.056,847 $ $ 1,056,947 1,056,847 $ $ 1,056,847 1,056,847 $ 792,635 $ 792,635 $ 792,635 $ 792,636 $ 2,126,131 $ 792.636 $ - $ (1,333.496) $ - 60A-9 EXHIBIT 1 �m a-2 m O m O p ° m o '-N d '° p > aZi c N j O N 'o p C O C LL N m E E c LO adi a C C d N Q m N ^ L 6 O N O E „_O C C a_ a O C c N N (n O � mt0 N C O "C O .0 C > o E y 0 m c O`_ U m ck. c -E�o �`ow a N LO n U C O m C O C C ° U E d c d E a+ O N U R a£ E O O 15 O (O _ = m O d N U rn p 2 O y f0 p O E O C 9 U> O f9 C fO N C L N N� N O O O N 0 U d N U C'C p N N a 0 E T c s m a 0 E c N 3: 3 "00 IC6 N d `ot N> N ' c E O 015 3 o c E E o r a E U> l9 a p� "ru o E 2 `o o �� H E Q U F L N w U N a V L �1J o 0 C C m N Q Q U N C c O = U C O 'c m '� E U c. — w `o A CO p dT `o 2 p N LL U 0 U E o -`- 0 U U Q O U L L U E LL u o N w a = c ¢ w o 'a� `O aEi d m N U C O UQ fn2 W ULI a 0 m � � a Ta O N N N t N w N 'N O C N c L0 c 0 d E C N 6 U C a C 0 r N 3 c c � d � O d�E om O N N N l d op `° N 0 m m c wm u O C ° C a C C M N a N o d L 0 N N O u d N C d N ma N C N > C) a w c m ELN. a� U E N j y 0 L CO C N O F U C > N a = wa O j N N y N a pU O N � � C � N C R w d N U a t m 3 C U � o N N m � � 3 C O N a O j C - o d a a N _ N N = a O � N 00 L m p E O O � a N o d C � m m d c N N N -2 h r 3 � � E OE C O O �_ ' U d w C O N C L C O F-- O U u C U ( J iC 12 a C6 o i z C I ° ¢ N Q T c N N Eo `o E o 0 U 0 U¢LU Lo] N E 1- � a"i o c N a m � o • � m a � c E � U c 60A-10 EXHIBIT 1 O U N N C O a t O N U r = 0 75 7 0 i Z O — .2 c 3 a mm y 'o E O cai � r m c U c � IN N N C C C C @ N N O 0 a O C N d 0) . N C 0) (7 d 0 m 01 0 Cn 0 p L d d C 0) O O r C3 C C C U V O O U N C 3 O N m 75-2 L .0 N-d5 V 0) aEi 3 E d U a c m E E 0 d m a` E c @ 5 �c E Mnm a .� N c C O) U c' o L f0 N OI N O) t t0 m tO m rn N a N L :L- in m 5 v_ m a Ld o n in o z 0 z 0 z c O c g > ¢ c c Q c Q N N E Y ?> E¢ c 0 2 a U N co � E N Q O V co n � a O COui � U V a E O E > aci U >. aci U d Q >. U U O Q 0-m CO ¢ci � m > U C O a F O `o �0 N t .O O) m w E y O` a > a 0 » L C O IL m Ni �- a�i o. a m a �E zv�Et 60A-11 EXHIBIT 1 o / ) f f V5 C) /a f7®#) «;}@t _ i\ \[{])0 )# _= §\\\§ ƒ7§\m f\}/ -- {< E5 7m0w =_ \)*e& 7f)/ k2kE\ID I]'C 0CL k®�0- 75 �.0 _# �!\o =_ )§t \\\\\ \\\\) E a LU \6\0_} \\�\ 2< 0 \{/j{ }{) j)/\} \{\ 7§\\{ %§\(/ |],! \7t]/ /m{Ef /7\ S/ E#t 8(\§ƒ \ %k - \f!a \f!E )f■E -0E-9 a �E oE-2 �e*�� ¥rf >f . aaAeo �§!�= a coif0 _ /e/& E E )F= /$)/ zz# cL 60A.1 2 EXHIBIT 1 O m w E a o tO D. O C O` N C_ N N N _• aoi O N NC lU a N d` d N C C .L..• C O ` N N O O) C J O) O ma O O O C t0 N t0 a N O U IO C O) N 3 OLD w C d C m c t 'c r o c o > o m Q E L 1 .3 � -mo �� o E 3 a n c$ p y a U C m > O N N C p 0 (n N N o ``- `o U m o 0 o 2 c t t c aL E m E d >`"o oa�_T E cE may oEa N V — N O@ C O TIC "NO U � U E L C d = c E m> n c O�w 0 3 w o tL o m r E `i Z as o �3N- Lcfo0i Nc E •�H Co_ U E Ummc N G O E E mo c �c c?N6 .0 E ado CL D7 N d c E d� E a E N C N � c a� m a� •... o a� �. N U N H N O L EC N L O V 0 N L a CD. 3 O @ m aci O a c ti a`� 3 o c oa o c01i c E c E c o aEi LU N C d ME Z~ O a fL/1 00 CC M U y - Q E E" 3 c vi m m c fO > c c o is yN U N L N O E o N ry U m d N C 2 N N O. -OO C C O N N 00 (O O �- U C O O a (D T in a "O C L n. O a.o a`� E m L m y E 9 o H o, oc' o a 3 a o m aEi chi m> U m U a"i 0,0 m o coi Z o V a o Y= m a aL coi o c E: 'o a `o. Q y O mL.. W a F M Q I � Li m y L1 5 aai 0 .fO�. tt �m C t9 N U IO tO N t0 N (9 N CD N N a • � 10 N (.i N N N � N L IL us z z z z z z z z O O O N N V U O U Uca� C C E0 (n pm U G 3 J ` m U m U m 2 =_ v ¢ O O p O OUFL --U Q HLi 3`0 Lj d E a E o d ea wC U N L C m N N m U O a > O O a L m O O Lp O) O O N 'ELi :4 rn c 0 a oa o a is coc z m m 0 E Q aNi m c U— o N 'O Enf .E uci o C lL tTL ` LU N a C 0 as J y N 3 N N n. c >, m Z oo > a T c o E -moo Q c m o E E> E m 2 E o 2 a F- J J L l f n U- (n Q t U U U U LL 1 W L� Ll Q 60A-13 EXHIBIT 1 O C B m O m C 'off o— a _ o 2 Q .� m c o d o 0 m Z L to 'c h E c y a U �.N O y y 0 a d>12 E '- E E E L" N Z N E O C C O Ul n c'ci YO U 'C C E p n= O .oc N L 15 L— E Q E N >O O L C O. o m C M y O m T E a m .J c (n O d — N N m N C O _ Ol O_ C 'c 'fA> = o L' a N= m -a `� v w U n d '� Q L m >• p' d N N = m a`� p� aZi o n _c' O C N y X e in w o N U O_ a m o" o d m �, m L cpi N O m a aoi m m U J coi o d COO .c N mL p O 3 E o _¢ a= N E e o 3 ai c$ .229 3 N o aci m E c '-' ._ E o m> m d o ayi N 'C M o m o m> a c E n E �6 t c E 42 n o oa C O CO -C y c ayi E U .c o 'o a 0 m m of � E '� L a U m n O) C N C N 4' N o 3 E p E p C L m ON_ ��m n`.= Q U j wO.d .fL/1 "p m w° 'p O N c o w m L o .o E o d a m aci o w y 0 0 w 6 d N m N d U C � O 4 o m CO _ o > O 0 L N C7 Z N U C C O _T 'y n N N N N N O N m N m wE0 a> aC o --E w t o 'Cm ooEN O>�- D N T ON O O Z O . vO'S_ m O p 0 0 ... U N U C y O L O m C O O m U @ 3 C CL ? O U.N.. J> U W N a 4ml 0 0 jd. } U y V N m 0 0 Q U U = a L= O an d J U N Z C O O m o. CD a o a N 'Q N N CO (O (a0 N it N N N CN yj L6 N C O Z O Z O Z O Z O Z Z Z Z Z a c N m m O y O C C U C N o C7 m d o a . O co = t6 (n m 'U m => _ p� O) T E '_' C U W U m N m O N L N O O m o CO _N -= L ZZ F-2 O L }UQO F-LL U CU 0, ZZ d y C U L O E U C N m L d U O` a Z Qn oCL T o d CL C o c d N N LL C N C ❑. C O U E N m Q L Q = N E Q U +� o O E= N o o c y N y c 'o N E = E c -- of m o o c"i m o ani o o E' Cl) m > - Q a s Q w> a n a=i z c-) c) o Q 60A-14 EXHIBIT 1 CRHC Nonprofit Funding Recommendations - CDBG FY 2018-19 CRHC Organization Name Applicant DD CRHCinIBal Recommended 15%ReduNon CRHC Final Recommended Evaluation Program Requested Funding Funding Funding Score .- Delhi Center- $ 74,104 $ 68,021. $ 57,818 $ 58,487 92.50% Teens Engaged in Learning and Leadership . _ Delhi Center- $ 95,976 $ 83,070 $ 70,610 $ 11,279 92.17% Fam!IV Economic Success Initiative OC Children's Therapeutic Arts Center-.' $. 75,000 $ 69,000 $ 58,650 $ 59,320 90.60% Crime Prevention and InterventionP ram for Willard Middle School& Neighborhood 88.33% ALBI- $ 74,250 $ 71.,292 $` 60,598 $ 61,26B Active Learning Believe and Ins ire The Illumination Foundation- _ $ 75,000 $ 56,000 $ 47,600 $ 48,270' 88.00%. Children'sResource Center Legal Aid Society of Orange County-z $ 63,568 $ 50,904 $ 43,268 $ 43,938 86:33% Clean State Project B600%. Prefect Access, Inc.- - $" 50,000 $ 43,000 •$ 36,550 $ .37,220 Economic Empowerment and Family SupR21ENrann 85.83% Public Law Center- - $ 50,000 $ 42,500 -$ 36,125 $ 36j795 Affordable Housing& Homelessness Prevention Program 8517°7 Nail's House Neutral Ground- $-75,000 $. 60,000 $ 51,000 $ 51,670 Summer Night Lights 85.00% . Taller San Jose Hope Builders- _ $ 75,000 $ 56,667'$ 48,167 $ 48,836 Business Applications 85.00% Young Men's Christian Association of Orange County- $.. 75,000 $ 44,167 $ 37.542 $ 38,211 YMCA Financial AssistanmP ram -Santa Ana Pro rams 84.33°f° The Cambodian Family - �$: 80,000, $ 50,0D0 $ 42,500 $ 43170. Plan Ahead Youth.Program &,17 /0. Community Health Initiative of Orange County- gram. $ 60000 $ 44,167-.$ -37,542 $ 38,211 - CommunityHealth AccessP - - 8417% Legal Aid Society of Orange County -o_ , $ 47,103 $ 41,667.$ 35,417 $ 36,086 Santa Ana Domestic Violence Prevention.Pro'ect. 83.67%, _ WISEPlace- $ 55,000 $ 44,833 $ 38,108 $ 38,778 - Steps of independence 83.1Z% Nati's House (ohs Neutral Ground)- $ 75,000 $ 52,833 $ 44,908 $ :45,577. Neutral Ground 83.00% i Public Law Center- $.. 50,000 $ 41,000.'$ 34,860 $ 36;519 Consumer & CommunityOrganizations Legal Assistance Project 8267% America On Track- $ 75,000 $ - $ - $ Brighter Futures for Children of Prisoners Community Action Partnership of Orange County- $ 50,000 $ - $ - $ - 8267% EconomicEmpowerment - Your Money, Your Goals 8267% NeighborWorks Orange County- $ 50,000 $ - $ - $ - Financial Ca bill Project 81.33% Big Brothers Big Sisters of OC- $ 45,000 $ - $ - $ - Traditional Community -Based Mentoring Program 80.67°A Charitable Ventures of Orange County- $ 58,130 $ - $ - $ - Getting Residents Engaged in Exercise and Nutrition 80,33% Boys& Girls Club of Santa Ana- $ 75000 $ - $ - $ College Bound 80.00% TKO Youth Foundation- $ 49000 $ - $ _ $ TKO BoxingClub 7800% Goodwill Industries of Orange County California- $ 75000 $ - $ - $ - Goodwill Workforce Development 76.20% Orange County Educational Ads Academy- $ 40000 $ - $ - $ . IOds Expanded Day Program Clubs and Junior Conservatory 76.20% Charitable Ventures of Orange County,Inc.- $ 75000 $ - $ - $ Project Kinship Summer Night Lights Program 7617% Temple Calvado Community Development Corporation- $ 75,000 $ - $ - $ Segura Family Financial Empowerment Center 74.83% Pure Game- $ 47,000 $ - $ - $ - STAR Sports 7167% Casa de Is Familial- $ 72000 $ - $ - $ - LaTEENa Power[ LP 70.60% Second Chance Orange County- $ 60,000 $ - $ - $ - Second Chance Come Prevention in Santa Ana 68.8W% Veterans Legal Institute - $ 30,OD0 $ - $ - $ - Veterans Pro Bono Legal Clinics 67.60% Charitable Ventures of Orange County- $ 100000 $ - $ _ $ - Cooperaclon Santa Ana 60A-15 EXHIBIT 2 Fair Housing Funding CRHC Recommendations* - CDBG FY 2018-19 CRHC Evaluation Organization Name Applicant CRHC Score Program Requested Funding Recommended Application Funding 87.83% Orange County Fair Housing Council Inc. - Santa Ana Fair Housing Education, Counseling 8 Enforcement $ 66,000.00 $ 62,241 86.50% Fair Housing Foundation $ 59,640.00 $ 58,713 an housing services are not suoject to the GUBG Program 15% public service cap. 60A-16 EXHIBIT 2 NOTE: Same agreement will be used for City departments approved for the CDBG MEMORANDUM OF UNDERSTANDING BETWEEN THE 2018-2019 program. CITY OF SANTA ANA AND RTY AGENCY USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Memorandum of Understanding is hereby made and entered into this 1 st day of July, 2018, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("CITY"), and CITY AGENG of the City, ("SUBRECIPIENT"). RECITALS: A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant "CDBG") Entitlement Program, Catalog of Federal Domestic Assistance (CFDA) Number 14.218, and ,ederal Award Identification Numbe FAIN) B_18;MC_OG_050 , desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG REGS"). B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended ("ACT'). C. The SUBRECIPIENT is a private nonprofit corporation that has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in Exhibit A, in accordance with the schedule of performance included therein, hereinafter referred to as "said program". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. SUBRECIPIENT agrees that it will adhere to the performance measurements and outcomes as indicated on Exhibit A (Schedule of Performance). Failure to follow the measurements and meet the stated outcomes may constitute breach of contract that could result in termination of this Agreement or serve as reason for the City to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: A. Nonprofit Status - Representations and Warranties. (a) Authority. SUBRECIPIENT is a duly organized and existing nonprofit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided hereunder. 60A-17 EXHIBIT 3 (c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has carefully considered how the services should be performed, and (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (g) Application Veracity. All provisions of and information provided in SUBRECIPIENT'S application for funding submitted to CITY including any exhibits are true and correct in all material respects. (h) No Pending Investigation. SUBRECIPIENT is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. B. Amount of Grant/Term and Ouarterly Disbursement. The amount granted to SUBRECIPIENT is 00 00 ("CDBG FUNDS"), for the term of July 1, 01 through June 30, 09L . Such funds shall be expended by SUBRECIPIENT on or before June 30, 01 . The Term of this Agreement may be extended by a writing executed by the City Manager, or his or her designee, and the City Attorney. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program year. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT hereunder. 2 60A-18 EXHIBIT 3 D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before June 30, 2019, and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said program. Said amounts shall include, but not be limited to, wages, administrative costs, and employee benefits comparable to other similarly situated employees, and indirect costs. Other allowable program costs are detailed in the budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this Agreement. SUBRECIPIENT has the ability to adjust line item amounts in the budget with the written approval of the CITY's Executive Director of the Community Development Agency, or designee, so long as the total budget amount does not increase. Pursuant to 2 CFR §200.331(a)(4), the Indirect Cost Rate for the SUBRECIPIENT's award shall be an approved federally recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no such rate exists, the de minimis indirect cost rate as defined in 2 CFR §200.414(b) Indirect (F&A) costs. For this agreement, the de minimis indirect cost rate of M will apply. E. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. F. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to account for receipt, obligation and expenditure of CDBG FUNDS pursuant to applicable 2 CFR 200.302 requirements. H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT 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. SUBRECIPIENT 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. 60A-19 EXHIBIT 3 I. Record Keel2inWReporting. SUBRECIPIENT shall keep and maintain complete and adequate records and reports on program participants to determine their initial and continuing eligibility for the program services being provided to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG REGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification of all household members ages 18 and over. d. Documentation of all CDBG FUNDS received from CITY. e. Documentation of expenses as identified in the Budget Proposal, 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 FUNDS were expended, and any payments therefor. f. Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. (2) Reports a. Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECIPIENT shall submit both: an original invoice/request for reimbursement and true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. b. Quarterly Progress Report. SUBRECIPIENT agrees to keep records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number of female heads of households assisted, new program information and year-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. J. Access to Records. CITY and the United States Government and their representatives or auditors shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to 4 60A-20 EXHIBIT 3 said program. CITY and 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 SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Required Length of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the CDBG FUNDS of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Program income received by SUBRECIPIENT shall be returned to CITY unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. M. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit C "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. P. Violation of Terms and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CDBG funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a 5 60A-21 EXHIBIT 3 disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify expenditure of the CDBG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances. Q. Equipment. SUBRECIPIENT agrees to maintain a record for each item of non -expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT 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. S. Lobbvine. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in 'Exhibit D," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit D). SUBRECIPIENT shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and agrees to take all actions necessary to ensure that all subrecipients shall similarly certify and disclose accordingly. T. Financial Interest. SUBRECIPIENT agrees that except for the use of CDBG funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to CDBG activities assisted under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity of SUBRECIPIENT, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. U. Labor Standards. The SUBRECIPIENT 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 SUBRECIPIENT agrees to comply with the Copeland Anti -Kick 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 60A-22 EXHIBIT 3 SUBRECIPIENT 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. SUBRECIPIENT agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the CITY pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the SUBRECIPIENT of its obligation, if any, to require payment of the higher wage. The SUBRECIPIENT shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. V. Section 3 of the Housin¢ and Urban Development Act of 1968. SUBRECIPIENT will make every effort to provide training opportunities for low -and moderate -income persons residing within the community where the construction project is located and contracts awarded to local businesses therein to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement. Compliance with the foregoing requirements shall be a condition of the federal financial assistance provided under this Agreement and binding on the SUBRECIPIENT. Failure to fulfill these requirements shall subject the SUBRECIPIENT, its successors and designees, to those sanctions specified by the Agreement through which federal assistance is provided. The SUBRECIPIENT certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women. W. Drug Free Workplace. SUBRECIPIENT agrees to provide a drug -free work place and to execute a certification as set forth in "Exhibit E" attached hereto and incorporated herein by this reference. X. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. Y. Subpart K of 24 CFR 570. SUBRECIPIENT will carry out its activities in compliance with the requirements of Subpart K of 24 CFR 570, however SUBRECIPIENT does not assume the CITY's environmental responsibilities or the responsibility for initiating the environmental review process under 24 CFR Part 52. Z. Women- and Minority -Owned Businesses (W/MBE) SUBRECIPIENT 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- 60A-23 EXHIBIT 3 heritage Americans, Asian -Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. II. CITY'S OBLIGATIONS A. Payment of Funds. On July 1, 01 , the CITY was allocated 5 285 26 for fiscal year 01 -0l from the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Entitlement Program. CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received a sum not to exceed Dollars $00 00 ) for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the period of this Agreement. Payments shall be made to SUBRECIPIENT through the submission of invoices/reimbursement requests. CITY shall pay such invoices/reimbursement requests within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred and documented within the scope and provisions of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. Documentation may include, but is not limited to true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. B. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's annual audit of all CDBG FUNDS in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable project. E. Performance Monitoring: CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections which it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being 60A-24 EXHIBIT 3 notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. III. NONDISCRIMINATION A. SUBRECIPIENT agrees to comply with Executive Order 11246 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. B. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. C. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. D. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. E. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. IV. CONFLICT OF INTEREST Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. 9 60A-25 EXHIBIT 3 V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with CDBG funds, in accordance with 24 CFR 570.2000): A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. E. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the CDBG expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VIL NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 10 60A=26 EXHIBIT 3 TO SUBRECIPIENT: + rganzation Contac ddress Line 1 ddress Line ddress Line VIII. ASSIGNABILITY None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. IX. HOLD HARMLESS SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X. INSURANCE 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the term of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring prior to the expiration of this Agreement 11 60A-27 EXHIBIT 3 2. Automobile Liability Coverage SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non -owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental entities may provide proof of self- insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Equipment Coverage. SUBRECIPIENT shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by SUBRECIPIENT in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self- insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT 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 CFR 570.503(b)(7)] B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 1. Used, where CITY has given written approval, to meet one of the national objectives stated in 24 CFR 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 2. If not used in accordance with subparagraph I above, SUBRECIPIENT 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. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 12 60A-28 EXHIBIT 3 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CITY's share of federal funds used to acquire the equipment, in accordance with 2 CFR 200.313(e)(2). D. SUBRECIPIENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraph "XII. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. : U1lWI MC130 A. This Agreement may be terminated on thirty (30) days' written notice by either party. In the event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, 13 60A-29 EXHIBIT 3 and, in the case of portion termination, their portion to b terminated, however, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for with the award was made, the CITY may terminate the award in its entirety. E. The grant of funds under this Agreement may be terminated due to the non-performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.E., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. XIII. _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, 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, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for 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, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. 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, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. 14 60A-30 EXHIBIT 3 XVL CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3. SUBRECIPIENT 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 SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); 4. SUBRECIPIENT 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. XVII. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. XVIIL WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. XIX. 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. 15 60A-31 EXHIBIT 3 b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on followingpage) 16 60A-32 EXHIBIT 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: YA .HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL: ROBERT M. Zur Schmiede Interim Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager SUBRECIPIENT: AM itl Tax ID: 0-000000 DUNS #: 0000000 17 60A-33 EXHIBIT 3 City of Santa Ana CDBG Scope of Work Program Year 2018-19 (July 1, 2018 - June 30, 2019) Name of Organization Organization Name Name of Funded Program Program Name Annual Accomplishment Goal Unduplicated Participants anticipated to be served during the 12-month contract period. TOTAL ISanta Ana Participants D-/.1 I I Low Income Participants 0% Schedule of Performance Quarter 1: JUL 1 - SEP 30 Quarter 2: OCT 1 -DEC 31 Quarter 3: JAN 1 - MAR 31 Quarter 4: APR 1 - JUN 30 Unduplicated Participants 0 Estimated Pa e 1 of 1 6(TA-34 EXHIBIT 3 FISCAL YEAR 2018-2019 PROPOSED PROGRAM BUDGET Organization Name Organization Name Program Name Name EXPENDITURES rn+nr kiirioor nrl nrniortorl avncnrliturpc fnrtho nrnnnsed nrneram* Category Expenditures Funded By Santa Ana CDBG Expenditures Funded By Other Sources Program Budget Total Organization Budget Administrative Staff Salaries & Benefits $0 $0 Program Staff Salaries & Benefits $0 $0 Contractual/Professional Services $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 1 $0 TOTAL Direct Costs $0 $0 $0 $0 Indirect Costs 10% $0 TOTAL BUDGET $0 $0 $0 * Indirect cost rate: 10% Non -Federal entity without federaly recognized negotiated indirect cost rate, will charge a de minimis rate of 10% of modified total direct costs. PROGRAM RESOURCES LIST ALL OTHER PROGRAM RESOURCES FOR 2018-2019 Funding Source Total iotaiusteo aoove. FUNDING SOURCE I AMOUNT Santa Ana CDBG EXHIBIT B 60A-35 EXHIBIT 3 2028-2019 CDBG BUDGET LINE ITEMS ADMINISTRATIVE STAFF Position Title Annual Salary & Benefits CDBG Funds Requested Description PROGRAM STAFF Position Title Annual Salary & Benefits CDBG Funds Requested Description CONTRACTUAL/PROFESSIONAL SERVICES Type of Service Contract Amount CDBG FundsRequested Description OTHER LINE ITEMS Line Item Program Amount CDBG Funds Requested Description EXHIBIT B-1 60A-36 EXHIBIT 3 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Re ig ster (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Name and Title of Authorized Representative Signature Date EXHIBIT C 6U�1 %37 EXHIBIT 3 INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction, participant, person, primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 5. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. EXHIBIT C Page 2ot2 EXHIBIT 3 60A-38 Certification Regarding Lobbying Certification for Contracts Grants Loans and Cooperative Agreements The undersigned certifies, 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 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 cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, 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 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 Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Grantee/Contactor Organization Program Title Name of Certifying Officer Signature Date EXHIBIT D Page 1 of 2 60A-39 EXHIBIT 3 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. EXHIBIT D Page 2 of 2 60A-40 EXHIBIT 3 Certification Regarding Drug -Free Workplace Reciuirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about— (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; EXHIBIT E Page 1 of 3 60A-41 EXHIBIT 3 (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised "Place of Performance" form. Organization Authorized Signature Date EXHIBIT E Page 2 of 3 60A-42 EXHIBIT 3 PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Name: Date: The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): EXHIBIT E Page 3 of 3 60A-43 EXHIBIT 3 o' 1 I I NOTE: Same agreement will be used for nonprofit organizations approved for the CDBG FY 2018-2019 program. AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ONPROFII' ORGANIZATION NAM FOR USE OF COMMUNITY DEVELOPMENT BLOCK GRANT FUNDS This Agreement is hereby made and entered into this 1st day of July, 2018, by and between the City of Santa Ana, a charter city and municipal corporation or anized and existing under the Constitution and laws of the State of California ("CITY"), and on rofit Or aniMtion Nam a California nonprofit corporation ("SUBRECIPIENT"). RECITALS A. The CITY, as an entitlement recipient and grantee of the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Entitlement Prolaram, Catalog of Federal Domestic Assistance (CFDA) Number 14.218, and aderal Award Identifcation Numbe FAT B-TB-MG-06-O50 , desires to enter this Agreement with the SUBRECIPIENT for the expenditure of CDBG funds in accordance with Title 24, Part 570 of Code of Federal Regulations 24 CFR 570.000, et seq. ("CDBG REGS"). B. CITY has applied for and received CDBG funds from HUD pursuant to Title I of the Housing and Community Development Act of 1974, Public Law 93-383, as amended ("ACT"). C. The SUBRECIPIENT is a private nonprofit corporation that has been selected by the CITY to receive CDBG funds and administer such financial assistance; and to provide the services described in Exhibit A, in accordance with the schedule of performance included therein, hereinafter referred to as "said program". SUBRECIPIENT represents that it is qualified and willing to operate said program and certifies that the activities carried out with funds provided under this Agreement will meet one or more of the CDBG program's National Objectives (24 CFR Part 570.208). D. SUBRECIPIENT agrees that it will adhere to the performance measurements and outcomes as indicated on Exhibit A (Schedule of Performance). Failure to follow the measurements and meet the stated outcomes may constitute breach of contract that could result in termination of this Agreement or serve as reason for the City to recapture the grant funds awarded to SUBRECIPIENT pursuant to this Agreement. WHEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this Agreement and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire Agreement between the CITY and SUBRECIPIENT: A. Nonprofit Status - Representations and Warranties. (a) Authority. SUBRECIPIENT is a duly organized and existing nonprofit corporation in good standing and authorized to do business under the laws of the State of California. SUBRECIPIENT has full right, power and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by SUBRECIPIENT has been fully authorized by all requisite actions on the part of SUBRECIPIENT. (b) Experience. SUBRECIPIENT is a qualified provider of the services to be provided hereunder. 60A-45 EXHIBIT 4 (c) Familiarity With Services Required. By executing this Agreement, SUBRECIPIENT warrants that (i) it has thoroughly investigated and considered the services to be performed and provided hereunder, (ii) it has carefully considered how the services should be performed, and (iii) it fully understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. (d) No Conflict. To the best of SUBRECIPIENT'S knowledge, SUBRECIPIENT'S execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which SUBRECIPIENT is a party or by which it is bound. (e) No Bankruptcy. SUBRECIPIENT is not the subject of any current or threatened bankruptcy proceeding. (f) No Pending Legal Proceedings. SUBRECIPIENT is not the subject of a current or threatened litigation that would or may materially affect SUBRECIPIENT'S performance under this Agreement. (g) Application Veracity. All provisions of and information provided in SUBRECIPIENT'S application for funding submitted to CITY including any exhibits are true and correct in all material respects. (h) No Pending Investigation. SUBRECIPIENT is not aware that it is the subject of any current or threatened criminal or civil action investigation by any public agency, including without limitation a police agency or prosecuting authority, that would relate to affect performance of the Agreement or provision of services hereunder. B. Amount of Grant/Term and Quarterly Disbursement. The amount granted to SUBRECIPIENT is 00 00 ("CDBG FUNDS"), for the term of July 1, FQIR through June 30, �. Such funds shall be expended by SUBRECIPIENT on or before June 30, M. The Term of this Agreement may be extended by a writing executed by the City Manager, or his or her designee, and the City Attorney. The CDBG FUNDS shall be disbursed by CITY to SUBRECIPIENT on a quarterly basis subject to and upon receipt and approval of a complete quarterly activity report from SUBRECIPIENT, with the final payment subject to the satisfaction of the condition precedent of submittal of complete reporting information due on or before July 15 of the applicable funding year, as hereinafter more fully set forth. SUBRECIPIENT shall be obligated to perform such duties as would normally extend beyond the term, including, but not limited to, obligations with respect to indemnification, audits, reporting, data retention/reporting, and accounting. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. The CITY reserves the right to reduce the grant application if the CITY's fiscal monitoring indicates that SUBRECIPIENT's rate of expenditure will result in unspent funds at the end of the program year. Amendments in the grant allocation will be made after consultation with SUBRECIPIENT. C. Use of Funds. SUBRECIPIENT agrees to use all federal funds provided by CITY to SUBRECIPIENT pursuant to this Agreement to operate said program, as set forth in "Exhibit A," attached hereto and by this reference incorporated herein. SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this Agreement, result in readjustment of the amount of funds CITY is otherwise obligated to pay to SUBRECIPIENT hereunder. 2 60A-46 EXHIBIT 4 D. Allowable Costs. SUBRECIPIENT agrees to complete said program on or before June 30, 2019, and to use said funds to pay for necessary and reasonable costs allowable under the federal law and regulations to operate said program. Said amounts shall include, but not be limited to, wages, administrative costs, and employee benefits comparable to other similarly situated employees, and indirect costs. Other allowable program costs are detailed in the budget, as set forth in "Exhibit B," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terns and conditions of this Agreement. SUBRECIPIENT has the ability to adjust line item amounts in the budget with the written approval of the CITY's Executive Director of the Community Development Agency, or designee, so long as the total budget amount does not increase. Pursuant to 2 CFR §200.331(a)(4), the Indirect Cost Rate for the SUBRECIPIENT's award shall be an approved federally recognized indirect cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no such rate exists, the de minimis indirect cost rate as defined in 2 CFR §200.414(b) Indirect (F&A) costs. For this agreement, the de minimis indirect cost rate of M will apply. E. Licensing. SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing its operations. SUBRECIPIENT shall ensure that its staff shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. F. Zoning. SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state or federal rules and regulations relating thereto, SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. SUBRECIPIENT shall notify CITY immediately of any pending violations. Failure to notify CITY of pending violations, or to remedy such known violation(s) shall result in termination of grant funding hereunder. SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. G. Separation of Accounts. All funds received by SUBRECIPIENT from CITY pursuant to this Agreement shall be maintained in an account in a federally insured banking or savings and loan institution with record keeping of such accounts maintained pursuant to applicable 2 CFR 200.302 requirements. SUBRECIPIENT is not required to maintain separate depository accounts for CDBG FUNDS; provided however, the SUBRECIPIENT must be able to account for receipt, obligation and expenditure of CDBG FUNDS pursuant to applicable 2 CFR 200.302 requirements. H. Audit Report Requirements. SUBRECIPIENT agrees that if SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000) or more in federal funds, SUBRECIPIENT 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. SUBRECIPIENT 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. 60A-47 EXHIBIT 4 1. Record Keeping/Reporting. SUBRECIPIENT shall keep and maintain complete and adequate records and reports on program participants to determine their initial and continuing eligibility for the program services being provided to assist CITY in meeting and maintaining its record keeping responsibilities under the CDBG REGS, including the following: (1) Records a. Documentation evidencing program income requirements in conformity with 24 CFR 570.504(b((2)(i), (ii) and 24 CFR 570.503(b)(3) and 24 CFR 570.208(a)(2)(B) of the income level of persons and/or families participating in or benefiting by the SUBRECIPIENT program. b. Documentation of the number of persons and/or families participating in or benefiting by the SUBRECIPIENT program. c. Household information shall include number of persons, identification of head of household, race/ethnicity, and income verification of all household members ages 18 and over. d. Documentation of all CDBG FUNDS received from CITY. e. Documentation of expenses as identified in the Budget Proposal, 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 FUNDS were expended, and any payments therefor. f. Any such other related records as CITY shall reasonably require or as required to be maintained pursuant to the CDBG REGS. (2) Reports a. Payment Request. Concurrently with the submittal of each quarterly report, on or before the 15th day of October, January, April and July, SUBRECIPIENT shall submit both: an original invoice/request for reimbursement and true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. b. Quarterly Progress Report. SUBRECIPIENT agrees to keep records of all ethnic and racial statistics of persons and families benefited by SUBRECIPIENT in the performance of its obligations under this Agreement, including, but not limited to, the number of low and moderate income persons and households assisted in accordance with federal income limits, the number of female heads of households assisted, new program information and year-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. J. Access to Records. CITY and the United States Government and their representatives or auditors shall have access for purposes of monitoring, auditing, and examining SUBRECIPIENT's activities and performance, to books, documents and papers, and the right to examine records of SUBRECIPIENT's subcontractors, bookkeepers and accountants, employees and participants in regard to 60A-48 EXHIBIT 4 said program. CITY and 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 SUBRECIPIENT are kept. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. K. Location of Records/Required Leneth of Record Keeping. All accounting records, reports, and evidence pertaining to all costs, expenses and the CDBG FUNDS of SUBRECIPIENT and all documents related to this Agreement shall be maintained and kept available at SUBRECIPIENT'S office or place of business for the duration of the Agreement and thereafter for five (5) years from the date of final payment under this Agreement. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this Agreement, or (b) costs and expenses of this Agreement to which CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. In the event SUBRECIPIENT does not make the above -referenced documents available within the city of Santa Ana, California, SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by CITY in conducting any audit at the location where said records and books of account are maintained. L. Compliance with Law/Program Income. SUBRECIPIENT acknowledges that the funds being provided by CITY for said program are received by CITY pursuant to the ACT as amended and that expenditures of these funds shall be in accordance with the ACT and all pertinent regulations issued by agencies of the federal government, including, but not limited to, all regulations found at Title 24 of the Code of Federal Regulations. Program income received by SUBRECIPIENT shall be returned to CITY unless otherwise provided for in this Agreement. SUBRECIPIENT agrees to comply fully with all federal, state and local laws and court orders applicable to its operation whether or not referred to in this Agreement. M. Debarment. To protect the public interest and ensure the integrity of Federal programs, CITY may only conduct business with responsible persons and may not make any award or permit any award to any party which is debarred or suspended or is otherwise excluded from or ineligible for participation in Federal assistance programs under Executive Order 12549, "Debarment and Suspension". See also 24 CFR 570.609. SUBRECIPIENT must review and sign Exhibit C "Debarment", which is attached hereto and incorporated herein by this reference. SUBRECIPIENT shall be in good standing, without suspension by the California Secretary of State, Franchise Tax Board and Internal Revenue Service. Any change in the corporate status or suspension of SUBRECIPIENT shall be reported immediately to CITY. N. Confidentiality. Without prejudice to any other provisions of this Agreement, SUBRECIPIENT shall, where applicable, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, SUBRECIPIENT shall submit to CITY and or HUD or its representatives, all records requested, including audit, examinations, monitoring and verifications of reports submitted by SUBRECIPIENT, costs incurred and services rendered hereunder. O. Independent Contractor. SUBRECIPIENT agrees that the performance of obligations hereunder is rendered in its capacity as an independent contractor and that it is in no way an agency of CITY. P. Violation of Terns and Conditions. SUBRECIPIENT agrees that if SUBRECIPIENT violates any of the terms and conditions of this Agreement or any prior Agreement whereby CDBG funds were received by SUBRECIPIENT, or if SUBRECIPIENT reports inaccurately, or if on audit there is a 60A-49 EXHIBIT 4 disallowance of certain expenditures, SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay CITY all amounts spent in violation thereof. If SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify expenditure of the CDBG funds granted hereunder, SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances. Q. Equipment. SUBRECIPIENT agrees to maintain a record for each item of non -expendable personal property acquired under the terms of this Agreement. Said record shall be made available to CITY upon request. The term "non -expendable personal property" shall include leased and purchased equipment. R. Prohibited Use. SUBRECIPIENT 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. S. Lobbying. SUBRECIPIENT certifies that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of Congress in connection with awarding of any federal contract, the making of any federal grant or loan, entering into any cooperative agreement and the extension, renewal, amendment or modification of any federal contract, grant, loan or cooperative agreement. SUBRECIPIENT shall sign a certification to that effect in a form as set forth in "Exhibit D," attached hereto and by this reference incorporated herein. SUBRECIPIENT shall submit said signed certification to CITY prior to performing any of its obligations under this Agreement and prior to any obligation arising on the part of CITY to pay any sums to SUBRECIPIENT under the terms and conditions of this Agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (Exhibit D). SUBRECIPIENT shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontractors, sub -grants, and contracts under grants, loans, and cooperative agreements), and agrees to take all actions necessary to ensure that all subrecipients shall similarly certify and disclose accordingly. T. Financial Interest. SUBRECIPIENT agrees that except for the use of CDBG funds to pay salaries and other related administrative or personnel costs, no persons who exercise or have exercised any function with respect to CDBG activities assisted under the terms of this Agreement, or who are in a position to participate in a decision -making process or gain inside information with regard to such activities, may obtain a financial interest or benefit from a CDBG-assisted activity of SUBRECIPIENT, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. This prohibition applies to any person who is an employee, agent, consultant, officer, or elected or appointed official of CITY, or of any designated public agency, or the SUBRECIPIENT. U. Labor Standards. The SUBRECIPIENT 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 SUBRECIPIENT agrees to comply with the Copeland Anti -Kick 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 60A-50 EXHIBIT 4 SUBRECIPIENT 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. SUBRECIPIENT agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the CITY pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the SUBRECIPIENT of its obligation, if any, to require payment of the higher wage. The SUBRECIPIENT shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. V. Section 3 of the Housing and Urban Development Act of 1968. SUBRECIPIENT will make every effort to provide training opportunities for low -and moderate -income persons residing within the community where the construction project is located and contracts awarded to local businesses therein to the greatest extent feasible as required under the provisions of Section 3 of the Housing and Urban Development Act of 1968, the regulations set forth in 24 CFR 135, and all applicable rules and orders issued hereunder prior to the execution of this Agreement. Compliance with the foregoing requirements shall be a condition of the federal financial assistance provided under this Agreement and binding on the SUBRECIPIENT. Failure to fulfill these requirements shall subject the SUBRECIPIENT, its successors and designees, to those sanctions specified by the Agreement through which federal assistance is provided. The SUBRECIPIENT certifies and agrees that no contractual or other disability exists which would prevent compliance with these requirements. SUBRECIPIENT shall make every effort to ensure that all projects funded wholly or in part by CDBG funds shall provide equal employment opportunities for minorities and women. W. Drug Free Workplace. SUBRECIPIENT agrees to provide a drug -free work place and to execute a certification as set forth in "Exhibit E" attached hereto and incorporated herein by this reference. X. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The following requirements and standards must be complied with: 2 CFR Part 200 et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. Y. Subpart K of 24 CFR 570. SUBRECIPIENT will carry out its activities in compliance with the requirements of Subpart K of 24 CFR 570, however SUBRECIPIENT does not assume the CITY's environmental responsibilities or the responsibility for initiating the environmental review process under 24 CFR Part 52. Z. Women- and Minority -Owned Businesses (W/MBE) SUBRECIPIENT 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- 7 60A-51 EXHIBIT 4 heritage Americans, Asian -Americans, and American Indians. SUBRECIPIENT may rely on written representations by businesses regarding their status as minority and female business enterprises in lieu of an independent investigation. II. CITY'S OBLIGATIONS A. Payment of Funds. On July 1, Q- , the CITY was allocated 5 286,26 for fiscal year :1 - 04, from the United States Department of Housing and Urban Development ("HUD") Community Development Block Grant ("CDBG") Entitlement Program. CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received a sum not to exceed llll@lWDollars -$00 00) for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the period of this Agreement. Payments shall be made to SUBRECIPIENT through the submission of invoices/reimbursement requests. CITY shall pay such invoices/reimbursement requests within thirty (30) days after receipt thereof provided CITY is satisfied that such expenses have been incurred and documented within the scope and provisions of this Agreement and that SUBRECIPIENT is in compliance with the terms and conditions of this Agreement. Failure to provide any of the required documentation and reporting will cause CITY to withhold all or a portion of a request for reimbursement, or return the entire reimbursement package to SUBRECIPIENT, until such documentation and reporting has been received and approved by CITY. Documentation may include, but is not limited to true copies of invoices, receipts, canceled checks, bank statements, credit card statements, procurement documentation for goods or services, timesheets, payroll records, benefit statements, agreements, contracts or documentation pertaining to costs for subcontractors, and/or other documentation supporting and evidencing how the CDBG FUNDS have been expended during the applicable quarter. B. Audit of Account. CITY shall include an audit of the account maintained by SUBRECIPIENT in CITY's annual audit of all CDBG FUNDS in accordance with Title 24 of the Code of Federal Regulations and other applicable federal laws and regulations. C. Common Rule: Pursuant to 2 CFR 200.328(a), the CITY manages the day-to-day operations of each grant and subgrant supported activities. CITY staff has detailed knowledge of the grant program requirements and monitors grant and subgrant supported activities to assure compliance with Federal requirements. Such monitoring covers each program, function and activity and performance goals are reviewed periodically. D. Environmental Review: In accordance with 24 CFR 58, the CITY is responsible for undertaking environmental review and maintaining environmental review records for each applicable project. E. Performance Monitoring: CITY shall monitor the performance of SUBRECIPIENT against goals and performance standards required herein. The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. Substandard performance as determined by the CITY will constitute non-compliance with this Agreement. Should the CITY determine that the SUBRECIPIENT has not performed its obligations as stated in this contract in a satisfactory manner, or if the CITY determines that insufficient supporting information has been submitted, the CITY shall notify the SUBRECIPIENT in writing of its determination specifying in full detail the objections which it has to the SUBRECIPIENT's performance. If action to correct such substandard performance is not taken by the SUBRECIPIENT after being 60A-52 EXHIBIT 4 notified by the CITY, within a reasonable period of time as stipulated in the written notification, contract suspension or termination procedures will be initiated. III. NONDISCRIMINATION A. SUBRECIPIENT agrees to comply with Executive Order 11246 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this nondiscrimination clause. B. SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964 which indicates that no person shall, on the ground of race, color or national origin, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program of activity receiving federal financial assistance. C. No person shall, on the grounds of race, sex, creed, color, religion, marital status, national origin, age, sexual orientation, or physical or mental handicap be excluded from participation in, be refused the benefits of, or otherwise be subject to discrimination in any activities, programs or employment supported by this Agreement. SUBRECIPIENT is prohibited from discrimination on the basis of age or with respect to an otherwise qualified handicapped person as provided for under Section 109 of the Housing and Community Development Act of 1974, as amended. D. SUBRECIPIENT agrees to comply with the Age Discrimination Act of 1975 which requires that during the performance of this Agreement, SUBRECIPIENT agrees not to discriminate against any employee or applicant for employment because of age. Such action shall include, but not be limited to the following: employment upgrading, demotion, or transfer, rates of pay or other forms of compensation, and selection for training, including apprenticeship. SUBRECIPIENT agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the SUBRECIPIENT setting forth the provisions of this age discrimination clause. E. SUBRECIPIENT agrees to comply with Section 504 of the Rehabilitation Act of 1973 which requires that no otherwise qualified individual with a disability in the United States, shall, solely by reason of his or her disability, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance or under any program or activity conducted by any executive agency or by the United States Postal Service. IV. CONFLICT OF INTEREST Pursuant to the conflict of interest requirements set forth in 24 CFR 570.611 and 2 CFR 200.112, SUBRECIPIENT certifies that no member, officer, employee, agent or assignee of CITY having direct or indirect control of any CDBG monies granted to the CITY, inclusive of the subject CDBG FUNDS, shall serve as an officer of SUBRECIPIENT. Further, any conflict or potential conflict of interest of any officer of SUBRECIPIENT shall be fully disclosed in writing prior to the execution of this Agreement and said writing shall be attached and deemed fully incorporated as a part hereof. Notice shall be sent by SUBRECIPIENT to CITY regarding any changes or modifications to its board of directors and list of officers. 60A-53 EXHIBIT 4 V. SPECIAL CERTIFICATION FOR RELIGIOUS ENTITIES If SUBRECIPIENT is a religious entity, SUBRECIPIENT hereby agrees that in connection with the provision of the services SUBRECIPIENT shall provide with CDBG funds, in accordance with 24 CFR 570.2000): A. SUBRECIPIENT shall not discriminate against any employee or applicant for employment on the basis of religion and shall not limit employment or give preference in employment to persons on the basis of religion. B. SUBRECIPIENT shall not discriminate against any person applying for the services SUBRECIPIENT agrees to provide under the terms of this Agreement on the basis of religion and shall not limit such services or give preference to applicants for such services on the basis of religion. C. SUBRECIPIENT shall NOT provide religious instruction or counseling, conduct any religious worship or services, or engage in any religious proselytizing, or exert any religious influence in the provision of the services in said program. The parties agree that this covenant is intended to and shall be construed for the limited purpose of assuring compliance with respect to the use of CITY funds by SUBRECIPIENT with applicable constitutional limitations respecting the establishment of religion as set forth in the establishment clause under the First Amendment of the United States Constitution and Article I, Section 4 of the California Constitution, and is not in any manner intended to restrict other activities of SUBRECIPIENT. D. The portion of a facility used to provide public services assisted in whole or in part under this Agreement shall contain no sectarian or religious symbols. E. Where the services to be provided under said program are rendered on property owned by the primarily religious entity SUBRECIPIENT, CDBG funds may also be used for minor repairs to such property which are directly related to the cost of rendering the services under said program, where the cost constitutes in dollar terms only an incidental portion of the CDBG expenditure for rendering the services under said program. VI. PROHIBITION OF NEPOTISM SUBRECIPIENT agrees not to hire or permit the hiring of any person to fill a position funded through this Agreement if a member of that person's immediate family is employed in an administrative capacity by SUBRECIPIENT. For the purposes of this section, the term "immediate family" means spouse, child, mother, father, brother, sister, brother-in-law, sister-in-law, father-in-law, mother-in-law, son-in-law, daughter-in-law, aunt, uncle, niece, nephew, stepparent and stepchild. The term "administrative capacity" means having selection, hiring, supervisor or management responsibilities. VIL NOTICES Notices to the parties shall, unless otherwise requested in writing, be sent by U.S. Mail, postage prepaid, and addressed as follows: TO CITY: City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702-1988 10 60A-54 EXHIBIT 4 TO SUBRECIPIENT: rganlaatibn Gbntac ddress Line 1 ddress Line ddress Line VIH. ASSIGNABILITY None of the duties of, or work to be performed by, SUBRECIPIENT under this Agreement shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of CITY. SUBRECIPIENT must submit all subcontracts and other agreements that relate to this Agreement to CITY. No subcontract or assignment shall terminate or alter the legal obligations of SUBRECIPIENT pursuant to this Agreement. IX. HOLD HARMLESS SUBRECIPIENT shall indemnify, defend and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all damages to or for loss of use of property and for injuries to or death of any person or persons, including property and employees or agents of CITY, and shall defend, indemnify and save harmless CITY, its officers, employees, agents, representatives and volunteers from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and including attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of SUBRECIPIENT, its officers, directors, employees, agents, subcontractors and suppliers arising out of SUBRECIPIENT's performance of this Agreement. X.INSURANCE 1. Commercial General Liability. SUBRECIPIENT agrees to obtain and keep in force during the tern of this Agreement a policy of comprehensive commercial public liability insurance insuring the CITY, and SUBRECIPIENT against any liability for accident, injury or death arising out of or in consequence of this Agreement. Such insurance shall be in an amount not less than One Million Dollars ($1,000,000.00) for any injury to or death of any person or persons in any single accident or occurrence. Said policy of comprehensive liability insurance shall be endorsed to provide to CITY at least thirty (30) days written notice prior to cancellation; name CITY, its officers, agents, employees, and volunteers, additional insured; and state that such coverage is primary to any other coverage or self- insurance and CITY. Governmental entities may provide proof of self-insurance. (a) Such insurance shall: (1) name the City of Santa Ana, its officers, agents, representatives, employees and volunteers as additional insured's; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insured's provisions; and (4) give to CITY prompt and timely notice of claim made or suit instituted arising out of SUBRECIPIENT's operations hereunder. (b) SUBRECIPIENT shall: (1) prior to exercising any right under this Agreement, furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverages required above; (2) provide that such insurance shall not be materially changed or terminated except on 30 days prior written notice to the CITY; (3) maintain such insurance for the period covered by this Agreement; and (4) replace such certificates for policies expiring prior to the expiration of this Agreement 11 60A-5555 EXHIBIT 4 2. Automobile Liability Coverage SUBRECIPIENT shall also obtain and maintain, during the effective period of this Agreement, broad form automobile liability coverage with a $1,000,000 limit unless reduced by CITY, which applies to both owned/leased and non -owned automobiles used by SUBRECIPIENT employees or participants in performance of this Agreement, or, in the event that SUBRECIPIENT will not utilize such owned/leased automobiles but intends to require employees, participants or other agents to utilize their own automobiles in the performance of this Agreement, SUBRECIPIENT shall secure and maintain on file from all such employees, participants, or agents as self -certification of automobile insurance coverage. Governmental entities may provide proof of self- insurance. 3. Workers' Compensation. If SUBRECIPIENT is an "employer", as set forth in California Labor Code Section 3300 et seq., or utilizes participants as "employees," as set forth in California Labor Code Section 3350 et seq., SUBRECIPIENT shall obtain and keep in force during the term of this Agreement full Workers' Compensation insurance coverage for injuries suffered by participants. Said insurance policy shall guarantee CITY at least thirty (30) days written notice of cancellation or modification. 4. Equipment Coverage. SUBRECIPIENT shall purchase a policy or policies of insurance covering loss or damage to any and all Equipment provided to or purchased by SUBRECIPIENT in accordance with this Agreement. Said insurance shall be in the amount of the full replacement value thereof, providing protection against the classification of fire, extended coverage, vandalism, malicious mischief, theft, and special extended perils. Governmental entities may substitute a certificate of self- insurance. 5. Proof of Insurance. Certificates and endorsements must be submitted and approved by CITY prior to any work under this Agreement. SUBRECIPIENT understands that CITY will make no payments under this Agreement until the required certificates and endorsements have been approved by CITY. XI. REVERSION OF ASSETS A. Upon the expiration of this Agreement, SUBRECIPIENT 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 CFR 570.503(b)(7)] B. Any real property under SUBRECIPIENT's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000.00 must either be: 1. Used, where CITY has given written approval, to meet one of the national objectives stated in 24 CFR 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 2. If not used in accordance with subparagraph 1 above, SUBRECIPIENT 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. C. Subject to the obligations set forth herein, title to equipment acquired under the terms of this Agreement will vest upon acquisition in SUBRECIPIENT. When said equipment which has been acquired in accordance with this Agreement and all applicable regulations is no longer needed for said program, disposition of said equipment will be made as follows: 12 60A-56 EXHIBIT 4 1. Items of equipment with a current per unit fair market value of less than $5,000.00 may be retained, sold or otherwise disposed of with no further obligation to CITY. 2. Items of equipment with a current fair market per unit value of $5,000.00 or more may be retained or sold and CITY shall have the right to an amount calculated by multiplying the current market value or proceeds from the sale by CITY's share of federal funds used to acquire the equipment, in accordance with 2 CFR 200.313(e)(2). D. SUBRECIPIENT hereby agrees, upon the demand of CITY, to execute, acknowledge and deliver, or cause any person or entity who may have any claim to rights hereunder or under any document, instrument or agreement executed in furtherance of the services and activities to be performed hereunder, to execute, acknowledge and deliver, to CITY assignment(s), quit claim deed(s) or such other and further instruments, documents and agreements as may be necessary, in the sole and absolute discretion of CITY, to vest in CITY all of SUBRECIPIENT's right, title and interest (if any it may have) in and to CITY, CDBG or other federal, state and/or local accounts or program funds or allocation of funds to which CITY is or may be entitled, either for its own account or as fiduciary or trustee for others, which were obtained for the purpose of the performance of this Agreement or any previous agreements relating to the same subject matter or activities as this Agreement, together with any instruments, loans, grants or advances by SUBRECIPIENT on behalf of CITY, in furtherance of the activities hereunder or thereof. SUBRECIPIENT's obligations and responsibilities set forth in this paragraph "XI. REVERSION OF ASSETS," and in paragraph "XII. TERMINATION" and other requirements pertaining to program income shall not be affected by the termination of this Agreement and shall survive the date of termination of this Agreement for such period of time as CITY and/or HUD deems necessary for the responsibilities, duties and obligations to be performed and completed to the satisfaction of CITY and HUD. XII. TERMINATION A. This Agreement maybe terminated on thirty (30) days' written notice by either party. lathe event of such termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal Laws governing the use of Community Development Block Grant Funds. In the event of such suspension or termination, SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. Pursuant to 2 CFR 200.340, in the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of this Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such notice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any payments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience by either the CITY or SUBRECIPIENT, in whole or in part, by setting forth the reasons for such termination, the effective date, 13 60A-57 EXHIBIT 4 and, in the case of portion termination, their portion to b terminated, however, if in the case of a partial termination, the CITY determines that the remaining portion of the award will not accomplish the purpose for with the award was made, the CITY may terminate the award in its entirety. E. The grant of funds under this Agreement may be terminated due to the non-performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work described in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in subparagraphs XII.A. through XII.E., inclusive, SUBRECIPIENT agrees to immediately return to CITY upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used, and to comply with paragraph "XI. REVERSION OF ASSETS" of this Agreement. XIII. 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, 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, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested CITY to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, CITY's City Manager or delegate is authorized to act for 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, SUBRECIPIENT shall be permitted to de -scope accordingly. Where CITY has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, CITY may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by CITY affect expenditures and legally binding commitments made by SUBRECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of CITY's CDBG funds by SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. 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, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both CITY and SUBRECIPIENT. XV. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. 14 60A-58 EXHIBIT 4 XVI. CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR §200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3. SUBRECIPIENT 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 SUBRECIPIENT for use in other projects (See OMB Circular A-129 and 2 CFR §200.345); 4. SUBRECIPIENT 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. XVI, VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. XVIII. WAIVER No delay or omission by either party hereto to exercise any right or power accruing upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained. XIX. 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. 15 60A-59 EXHIBIT 4 b. All Exhibits and Attachments referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. (Signatures on fallowing page) 16 60A-60 EXHIBIT 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the last date and year written below. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: \UYANkO.HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL: ROBERT M. Zur Schmiede Interim Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez II City Manager SUBRECIPIENT: 111 VI itl Tax ID: 0-000000 DUNS #: 0000000 17 60A-61 EXHIBIT 4 City of Santa Ana CDBG Scope of Work Program Year 2018-19 (July 1, 2018 - June 30, 2019) Name of Organization Organization Name Name of Funded Program Program Name Annual Accomplishment Goal Unduplicated Participants anticipated to be served duringthe 12-month contract period. TOTAL Santa Ana Participants 1 0./1 1 I Low Income Participants o% uescn Schedule of Performance Quarter 1: JUL 1 - SEP 30 Quarter 2: OCT 1 - DEC 31 Quarter 3: JAN 1 - MAR 31 Quarter4: APR 1 - JUN 30 Unduplicated Participants 0 Estimated 6�UA=f6i2 EXHIBIT 4 FISCAL YEAR 2018-2019 PROPOSED PROGRAM BUDGET Organization Name Organization Name Program Name Program Name EXPENDITURES Fnter hudeet rateenries and nroierted exnenditures for the oronosed oroeram: Category Expenditures Funded By Santa Ana CDBG Expenditures Funded By Other Sources Program Budget Total Organization Budget Administrative Staff Salaries & Benefits $0 $0 Program Staff Salaries & Benefits $0 $0 Contractual/Professional Services $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 0 $0 $0 TOTAL Direct Costs $0 $0 $0 $0 Indirect Costs 10% $0 TOTAL BUDGET $0 $0 $0 * Indirect cost rate: 10% Non -Federal entity without federaly recognized negotiated indirect cost rate, will charge a de minimis rate of 10% of modified total direct costs. PROGRAM RESOURCES LIST ALL OTHER PROGRAM RESOURCES FOR 2018-2019 Funding Source Total n i otal listed above. FUNDING SOURCE AMOUNT Santa Ana CDBG EXHIBIT B 60A-63 EXHIBIT 4 2018-2019 CDBG BUDGET LINE ITEMS ADMINISTRATIVE STAFF Position Title Annual Salary & Benefits CDBG Funds Requested Description PROGRAM STAFF Position Title Annual Salary & Benefits CDBG Funds Requested Description CONTRACTUAL/PROFESSIONAL SERVICES Type of Service Contract Amount CDBG FundsRequested Description OTHER LINE ITEMS Line Item Program Amount CDBG Funds Requested Description EXHIBIT B-1 60A-64 EXHIBIT 4 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions This certification is required by the regulations implementing Executive Order 12549, Debarment and Suspension, 29 CFR Part 98, Section 98.510, Participants' responsibilities. The regulations were published as Part VII of the May 26,1988 Federal Register (pages 19160-19211). (BEFORE COMPLETING CERTIFICATION, READ INSTRUCTIONS FOR CERTIFICATION - Attached) (1) The prospective recipient of federal assistance funds certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (2) Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Name and Title of Authorized Representative Signature Date EXHIBIT C Pa e 1 of 2 EXHIBIT 4 60-65 INSTRUCTIONS FOR CERTIFICATION 1. By signing and submitting this proposal, the prospective recipient of federal assistance funds is providing the certification as set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment. 3. The prospective recipient of federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of federal assistance funds learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," "primary covered transaction," "principal," "proposal," and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. The prospective recipient of federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL. 6. The prospective recipient of federal assistance funds further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and voluntary exclusion - Lower Tier Covered Transactions," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to check the List of Parties Excluded from Procurement or Non - Procurement Programs. 8. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment. EXHIBIT C Paget of EXHIBIT 4 60A-66 Certification Regarding Lobbying Certification for Contracts Grants Loans, and Cooperative Agreements The undersigned certifies, 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 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 cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contact, 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 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 Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontract, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U. S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Grantee/Contactor Organization Program Title Name of Certifying Officer Signature Date EXHIBIT D Page 1 of 2 60A-67 EXHIBIT 4 SUBRECIPIENT warrants the following: 1. SUBRECIPIENT will comply with Public Law 88-352, Title VI of the Civil Rights Act of 1964 (42 U. S. C. section 2000 et seq.) and implementing regulation in 24 CFR Part 1. 2. No person in the United States shall on the ground of race, color, religion, national origin, or sex, be excluded from participation in, or be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with community development funds made available pursuant to the ACT. 3. All laborers and mechanics, employed by contractors or subcontractors in the performance of construction work financed in whole or in part with community development funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U. S. C. Sections 276 a 1-5, except for individuals who perform services for which they volunteered; do not receive compensation for such services; or are paid expenses, reasonable benefits, or a nominal fee for such services; and are not otherwise employed at any time in construction work. 4. SUBRECIPIENT will comply with all Federal statutes applicable to projects funded with community development funds, except that (a) SUBRECIPIENT does not assume CITY'S environmental responsibilities described at 24 CFR 570.604; and (b) SUBRECIPIENT does not assume CITY'S responsibility for initiating the review process under Executive Order 12372. EXHIBIT D Page 2 of 2 60A-68 EXHIBIT 4 Certification Reaardina Drua-Free Workplace Requirements The certification set out below is a material representation upon which reliance is placed by the U.S. Department of Housing and Urban Development in awarding the grant. If it is later determined that the contractor knowingly rendered a false certification, or otherwise violates the requirements of the Drug -Free Workplace Act, the U.S. Department of Housing and Urban Development, in addition to any other remedies available to the Federal Government, may take action authorized under the Drug -Free Workplace Act. CERTIFICATION A. The contractor certifies that it will provide a drug -free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the contractor's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug -free awareness program to inform employees about— (1) The dangers of drug abuse in the workplace; (2) The contractor's policy of maintaining a drug -free workplace; (3) Any available drug counseling, rehabilitation, and employee assistance program; and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace; (c) Making it a requirement that each employee who will be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph -(a) that, as a condition of employment under the contract, the employee will - (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction. (e) Notifying the U.S. Department of Housing and Urban Development within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; EXHIBIT E Page 1 of 3 60A-69 EXHIBIT 4 (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted - ( 1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug -free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). B. The contractor shall insert in the space provided on the attached "Place of Performance" form the site(s) for the performance of work to be carried out with the grant funds (including street address, city, county, state, and zip code) .the contractor further certifies that, if it is subsequently determined that additional sites will be used for the performance of work under the contract, it shall notify the U.S. Department of Housing and Urban Development immediately upon the decision to use such additional sites by submitting a revised 'Place of Performance" form. Organization Authorized Signature Date EXHIBIT E Page 2 of 3 60A-70 EXHIBIT 4 PLACE OF PERFORMANCE FOR CERTIFICATION REGARDING DRUG -FREE WORKPLACE REQUIREMENTS Name: Date: The Contractor shall insert in the space provided below the site(s) expected to be used for the performance of work under the contract covered by the certification: Place of Performance (include street address, city, county, state, zip code for each site): EXHIBIT E Page 3 of 3 60A-71 EXHIBIT 4 60A-72 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE THE FISCAL YEAR 2018 — 2019 EMERGENCY SOLUTIONS GRANTS PROGRAM (STRATEGIC PLAN NO. 5, 6) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 'Is' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the Fiscal Year 2018 - 2019 Emergency Solutions Grants Program in the estimated amount of $475,909 subject to adjustment upon notification of the Grant Year 2018 award from the United States Department of Housing and Urban Development; 2. Direct the City Attorney to finalize and authorize the City Manager and the Clerk of the Council to execute a memorandum of understanding with the Santa Ana Police Department and agreements with nonprofit organizations awarded funds as part of the approved program for a term beginning July 1, 2018 through June 30, 2019, subject to funding adjustment upon notification of the Grant Year 2018 award from the United States Department of Housing and Urban Development and non -substantive changes approved by the City Manager and City Attorney. Organization Amount Interval House $ 42,161 Illumination Foundation $ 136,116 CityNet $ 46,154 Mercy House $ 106,700 WISEPlace $ 25,000 o. 1 Fiscal Year 2018 — 2019 Emergency Solutions Grants Program May 1, 2018 Page 2 HEART $ 47,654 Colette's Children $ 22,154 2-1-1 Orange County $ 14,277 COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At its Regular Meeting on March 28, 2018, the Community Redevelopment and Housing Commission (CRHC) recommended that the City Council approve the Fiscal Year 2018 - 2019 Emergency Solutions Grants Program by a vote of 4:0 (Cano, Santana absent). DISCUSSION The purpose of the Emergency Solutions Grants (ESG) Program is to assist sheltered and unsheltered homeless individuals, as well as those at risk of homelessness, to quickly regain stability in permanent housing after experiencing a housing crisis and/or homelessness. The United States Department of Housing and Urban Development (HUD) has changed the program's focus from addressing the needs of homeless individuals in emergency or transitional shelters to assisting people to regain stability in permanent housing. In 2015, an Orange County ESG Collaborative was formed between the cities of Anaheim, Santa Ana and Garden Grove. In December 2016, the Collaborative released a combined ESG Notice of Funding Availability (NOFA) to support the Orange County Continuum of Care's goal to end homelessness. The NOFA aligned values and priorities to create maximum impact and to leverage funds. The NOFA included two possible one year renewals and reserved the right of each city to redistribute funding. The Collaborative chose to exercise the renewal option for Fiscal Year (FY) 2018 - 2019 funding. While funding recommendations are made collaboratively, ESG funds are to be used to provide eligible activities within each jurisdiction for which they are funded. Subrecipients awarded funding in FY 2017 - 2018 were required to re -submit a budget and program summary for FY 2018 - 2019 ESG funding. The proposed FY 2018 - 2019 ESG Program includes the anticipated allocation from HUD at an estimated level of $475,909. Once the City receives the actual ESG Program allocation for GY 2018 from HUD, the anticipated allocation amount of $475,909 will be adjusted to the actual amount. This adjustment may be an increase or decrease. Upon notification by HUD of the actual grant award, each organization's recommended funding will either be increased or decreased equitably and proportionally to their award. Staff will reassess total recommendations if the total allocation is increased or decreased by more than twenty-five percent. A list of agencies recommended for funding for FY 2018 - 2019 is provided as Exhibit 1. The funding recommendations are based upon the final percentage score for the FY 2017 - 2018 applications and the current needs identified by staff. The allocation is broken down by category to provide �. 1 Fiscal Year 2018 — 2019 Emergency Solutions Grants Program May 1, 2018 Page 2 more detail on how the funds are allocated for eligible ESG activities. A template of the grant agreement that will be executed after approval by City Council is provided as Exhibit 2. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT Funds will be budgeted and available in the Emergency Solutions Grants account (no. 13518785- various) upon execution of a grant agreement between the City and HUD and adoption of the FY 2018-19 annual budget. It is anticipated that the ESG allocation will be expended as follows: Grant Year Program Account No. %d Expenditure in FY Amount 2018-2019 $475,909 APPROVED AS TO FUNDS AND ACCOUNTS: Judson Brown Francisco Gutierrez Acting Executive Director Executive Director Community Development Agency Finance and Management Services Agency Exhibits: 1. Santa Ana ESG Allocation Recommendations 2. Emergency Solutions Grant Agreement Template o. 1 I VI c m C d E E C Q u C to C C .T a•+ LL ci m l"I N o6 ei N } LL 0 o 0 tw C � �' N N � � .dam edi U N of to O O O O o O o �n ti V U in in N O o e QK Q y1 V 2 YT N O D O O O Y O O O c a ❑ � o � W m N N p O On O 6 ❑. n O T ON N l0 W o Z � cd O O O O y V d d Ifl N T W W y d d V vF N p C O O O O O O O O O p o Y y A q � 00 O O m N � I �y C m G .CO-i ono m O O o O a as 2 N rl e1 m o a v c 2 W N pp q I!1 b O': O Rf O n 01 N I� N M O1 O1 Q -T tmp � O01 muv'i udi a � .di m a v h vF Vn N N N �h N N N W C C Li F •m U Y Y y 'C eq C V IN � O F w a � m 3 w •'^ ° c m •E �° O m •n m� V W � E. d E W u z ,� Q i0 Q c UP N w 60B-5 EXHIBIT 1 EMERGENCY SOLUTIONS GRANT SUBRECIPIENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND AME OF SUBRECIPIEN (24 CFR Parts 91 and 576) THIS GRANT AGREEMENT, is hereby made and entered into this _ day of , 2018, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California, herein called the "CITY", and AME QF SUBREGI IEN , a California nonprofit organization, herein called the "SUBRECIPIENT". RECITALS: 1. The CITY is the recipient of Emergency Solutions Grant ("ESG") funds from the United States Department of Housing and Urban Development ("HUD"), pursuant to subtitle B of title IV of the McKinney-Vento Homeless Assistance Act [42 U.S.C. 11371-11378], for the rehabilitation or conversion of buildings for use as emergency shelter for the homeless, for the payment of certain expenses related to operating emergency shelters, for essential services related to emergency shelters and street outreach for the homeless, and for homelessness prevention and rapid re -housing assistance. Catalogue of Federal Domestic Assistance ("CFDA") 14.231 and Federal Award Identification Number (FAIN) E-17-MC-06-0508. 2. The CITY has approved the provision of federal funds under the ESG to be used in the operation of an emergency solutions program ("program") for the homeless or at -risk of homelessness of the City of Santa Ana as further described by Exhibit A, Scope of Work, attached hereto and by this reference incorporated herein. 3. The SUBRECIPIENT represents that it has the requisite qualifications, expertise, and experience in the provision of emergency solutions programs for the homeless or at -risk of homelessness and is willing to use said federal funds to operate said program. 4. The SUBRECIPIENT agrees to assist individuals and families that are homeless or at risk of homelessness in obtaining appropriate supportive services including, but not limited to: temporary and permanent housing, relocation and stabilization services, rapid re -housing assistance, medical and mental health treatment, counseling supervision, and other services essential for achieving independent living, as well as other federal, state, local and private assistance available for such individuals. 5. The SUBRECIPIENT has agreed to be reimbursed for the above services in an amount not to exceed in grant funding. 6. This AGREEMENT is contingent upon the award of Emergency Solutions Grant funds from the United States Department of Housing and Urban Development. 7. The CITY and the SUBRECIPIENT have duly executed this AGREEMENT for the expenditure and utilization of said funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this AGREEMENT and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire AGREEMENT between the CITY and the SUBRECIPIENT: 60B-7 EXHIBIT 2 I. II. SCOPE OF PROGRAM A. General Administration The SUBRECIPIENT agrees to implement this activity as set forth in detail in Exhibit A, Scope of Work, which shall provide a description of each activity, including the services to be performed, the person or entity providing the service, the estimated number of recipients of the service, and the manner and means of the services. B. Levels of Accomplishment —Goals and Performance Measures The SUBRECIPIENT shall be responsible to accomplish the levels of performance as set forth in Exhibit A and report such measures quarterly to the CITY. If the SUBRECIPIENT estimates such goals will not be met, the SUBRECIPIENT is to contact the CITY, at which time the CITY will determine if any adjustments to the grant award is appropriate. C. Staffing The SUBRECIPIENT shall ensure adequate and appropriate staffing is allocated to each ESG activity. Nothing contained in this AGREEMENT is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. TERM OF AGREEMENT This AGREEMENT shall take effect on July 1, 2018, and shall terminate on June 30, 2019, unless otherwise cancelled or modified according to the terms of this AGREEMENT. DISBURSEMENT AND FUNDS The City was allocated in Emergency Solutions Grant funds under the McKinney-Vento Homeless Assistance Act for fiscal year 2018-2019 from the Department of Housing and Urban Development. CITY agrees to pay to SUBRECIPIENT when, if and to the extent federal funds are received under provisions of the Act a sum not to exceed for SUBRECIPIENT'S performance in accordance with the Budget attached hereto as "Exhibit B" during the period of this Agreement. Said sum shall be paid after CITY receives invoices submitted by SUBRECIPIENT as provided hereinabove. A. Amount and Expenditure End Date The CITY agrees to reimburse the SUBRECIPIENT a maximum amount not to exceed $, from Emergency Solutions Grant (ESG) funds, as outlined in Exhibit B, Final Budget, and such funds shall be expended by the SUBRECIPIENT on or before June 30, 2019. SUBRECIPIENT has the ability to adjust line item amounts in the Budget with the written approval of the CITY's Executive Director of the Community Development Agency, so long as the total Budget amount does not increase. B. Invoicing Procedures The SUBRECIPIENT shall submit quarterly invoices (on or before the 151 day of October, January, April, and July) in a form prescribed by the CITY, detailing such expenses. Such schedule may be modified with the approval of the CITY. EXHIBIT 2 C. Payment Payment is subject to the receipt and approval of such invoices and quarterly activity reports, as hereinafter more fully set forth below under Reporting, with the final payment subject to the satisfaction of the condition precedent of submittal of complete invoicing and reporting information due on or before July 15 of the applicable funding year. The CITY shall pay such invoices within thirty (30) days after receipt thereof, provided the CITY is satisfied that such expenses have been incurred within the scope of this AGREEMENT and that the SUBRECIPIENT is in compliance with the terms and conditions of this AGREEMENT. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation and reporting will cause the CITY to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the CITY. D. Use of Funds The SUBRECIPIENT agrees to use said funds pursuant to this AGREEMENT to pay for necessary and reasonable costs allowable under federal law and regulations to operate said program only. Said amounts shall include and will be limited to, street outreach, emergency shelter, homelessness prevention, rapid re -housing assistance, housing relocation and stabilization services, short-term and medium -term rental assistance, and Homeless Management Information Systems ("HMIS") data contribution as set forth in 24 CFR § 576.101 — § 576.107. Allowable program costs are detailed in the Budget, as set forth in Exhibit B, attached hereto and by this reference incorporated herein. The SUBRECIPIENT'S failure to perform as required may, in addition to other remedies set forth in this AGREEMENT, result in readjustment of the amount of funds the CITY is otherwise obligated to pay to the SUBRECIPIENT pursuant to the terms hereof. The SUBRECIPIENT agrees that the homeless shelter/services under said program shall be available for the entire period during which said funds are provided. E. Condition of Funding (1) The CITY advises the SUBRECIPIENT that a significant change in entitlement funding may result in a change in the current process utilized by the CITY to determine funding allocations. The SUBRECIPIENT acknowledges that the obligation of the CITY is contingent upon the availability of Federal, State or Local government funds, which are appropriated or allocated for the payment of such an obligation. If funding levels are significantly affected by Federal budgeting or if funds are not allocated and available for the continuance of the function performed by the SUBRECIPIENT, this AGREEMENT may be terminated by the CITY at the end of the period for which funds are available. At the earliest opportunity, the CITY shall notify the SUBRECIPIENT of any service which may be affected by a shortage of funds. No penalty shall accrue to the CITY in the event this provision is exercised and the CITY shall not be liable for any damages as a result of termination under this provision of this AGREEMENT. Nothing herein shall be construed as obligating the CITY to expend funds in excess of appropriations authorized by law. (2) The SUBRECIPIENT shall allow representatives of the CITY or HUD to inspect facilities which are used in connection with the AGREEMENT or which implement programs funded under this AGREEMENT. F. Matching The SUBRECIPIENT is required to make matching contributions to supplement the ESG program in an amount that equals or exceeds the amount of ESG funds provided by HUD through the CITY. Such contributions shall be entirely consistent with the Matching Requirements as outlined by 24 CFR § 576.201. The anticipated source and 60B-9 EXHIBIT 2 amount of all matching funds contributed by the SUBRECIPIENT will be enumerated in Exhibit B, Final Budget. G. Program Income (1) Definition. Program income means, as provided by 2 CFR 200.80, gross income received by the SUBRECIPIENT directly generated by a grant supported activity, or earned only as a result of the grant agreement during the grant period. For purposes of ESG, program income will also include any amount of a security or utility deposit returned to the SUBRECIPIENT. (2) Use. The SUBRECIPIENT shall use all income received from said funds only for the same purposes for which said funds may be expended pursuant to the terms and conditions of this AGREEMENT. (3) Counts toward Matching. Costs paid by program income may count toward meeting the matching requirements, provided the costs are eligible ESG costs that supplement the program. H. Separation of Accounts All funds received by the SUBRECIPIENT from the CITY pursuant to this AGREEMENT shall be maintained separate and apart from any other funds of the SUBRECIPIENT, or of any principal or member of the SUBRECIPIENT, in an account (the "Account') at a federally insured banking or savings and loan institution with record keeping of such Accounts maintained pursuant to applicable legal requirements. The SUBRECIPIENT shall keep all records of the Account in a manner that is consistent with generally accepted accounting principles. No monies shall be withdrawn from the Account except for expenditures relating to essential services, homeless prevention, and/or operations costs, as authorized hereunder. All disbursements from the Account shall be for obligations incurred in the performance of this AGREEMENT and shall be supported by contracts, invoices, vouchers, and other data, as appropriate, evidencing the necessity of such expenditure. The CITY may withhold payment allocation requests if the SUBRECIPIENT fails to comply with the above requirements until such compliance is demonstrated. Expenditure of Funds Much like how HUD requires the CITY, pursuant to 24 CFR 576.203, to expend all of the grant funds for eligible activity costs within 24 months after the date that HUD signs the grant agreement with the CITY, it is a requirement for the SUBRECIPIENT to expend all of the grant funds for eligible activity costs within the aforementioned period. For the purposes of this paragraph, expenditure means either an actual cash disbursement for a direct charge for a good/service or an indirect cost, or the accrual of a direct charge for a good/service or an indirect cost. Failure to expend said funds within said timeframe can result in a reallocation of funds. Prohibited Use (1) Generally. The SUBRECIPIENT hereby certifies and agrees that it will not use funds provided through this AGREEMENT to pay for meals for persons other than those identified as homeless or at risk of homelessness. Said funds shall not be used for entertainment purposes or for gifts. The SUBRECIPIENT certifies that it will not use said funds for illegal or dishonest conduct, rather, fund use will remain in compliance with all applicable federal, state, and local laws, including applicable laws not outlined in this AGREEMENT. (2) Lobbying. The SUBRECIPIENT certifies and agrees that it will comply with federal law (31 U.S.C. 1352) and regulations found at 24 CFR Part 87, which provide that no appropriated funds may be expended by the recipient of a federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, Member of Congress, or an officer or employee of a Member of 60B-10 EXHIBIT 2 V 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. The SUBRECIPIENT shall sign a certification to that effect in a form as set forth in Exhibit C, attached hereto and by this reference incorporated herein. The SUBRECIPIENT shall submit said signed certification to the CITY prior to performing any of its obligations under this AGREEMENT and prior to any obligation arising on the part of the CITY to pay any sums to the SUBRECIPIENT under the terms and conditions of this AGREEMENT. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit a "Disclosure Form to Report Lobbying," in accordance with its instructions (see Exhibit D). NOTICES The SUBRECIPIENT and the CITY agree that all notices required by this AGREEMENT shall be made in writing and delivered via mail (postage prepaid); commercial courier; personal delivery; or sent by facsimile or other electronic means (provided that receipt is confirmed). Any notice delivered or sent as aforesaid shall be effective on the date of delivery or sending. All notices and other written communications under this AGREEMENT shall be addressed to the individuals in the capacities indicated below, unless modified by subsequent written notice. Communication and details concerning the AGREEMENT shall be delivered to the office of, and directed to, the following representatives: CITY Terri Eggers Sr. Community Development Analyst City of Santa Ana Community Development Agency (M-25) 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702-1988 (714)647-5378 (714) 647-6549 FAX teggers@santa-ana.org GENERAL CONDITIONS A. Coordination with Continuum of Care SUBRECIPIENT: [Name] [Title] [SUBRECIPIENT Name] [SUBRECIPIENT Name] [Address] [Address] [City, State, ZIP] [Telephone#] [Fax#] The SUBRECIPIENT must work with the Continuum of Care ("CoC") to ensure the screening, assessment, and referral of program participants are consistent with the CITY's written standards for providing ESG assistance as described in its consolidated plan. The SUBRECIPIENT must keep documentation evidencing the use of, and written intake procedures for, the centralized or coordinated assessment system(s) developed by the CoC in accordance with the requirements established by HUD. See 24 CFR 576.400. 60B_1 1 EXHIBIT 2 B. Evaluation of Program Participants Eligibility and Needs The SUBRECIPIENT must conduct evaluations and re-evaluations to determine the eligibility of each individual or family's eligibility for ESG assistance in accordance with 24 CFR 576.401. C. Terminating Assistance If a program participant violates program requirements, the SUBRECIPIENT may terminate the assistance in accordance with a formal process established by the SUBRECIPIENT that recognizes the rights of individuals affected. See 24 CFR 576.402 D. Shelter and Housing Standards The SUBRECIPIENT certifies that shelters and housing supported by ESG funds and used by ESG beneficiaries will conform to 24 CFR 576.403. E. Homeless Involvement The SUBRECIPIENT certifies that it will involve, to the maximum extent practicable, homeless individuals and families in constructing, renovating, maintaining, and operating facilities assisted under the ESG program, and in providing services for occupants of these facilities. See 24 CFR 576.405(c) and 42 USC 11375(d). F. Independent Contractor Nothing contained in this AGREEMENT is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The SUBRECIPIENT and its subcontractors shall at all times remain independent contractors with respect to the services to be performed under this AGREEMENT. The CITY shall be exempt from payment of any Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance as the SUBRECIPIENT is an independent contractor. G. Subcontracts (1) Content Requirements. The SUBRECIPIENT will include all relevant provisions of this AGREEMENT in all subcontracts entered into as part of the activities undertaken in furtherance of this AGREEMENT and will take appropriate action pursuant to any subcontract upon a finding that the subcontractor is in violation of regulations issued by any federal agency. The SUBRECIPIENT will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 (Economic Opportunities for Low- and Very Low -Income Persons) and will not allow any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. (2) Submission to the CITY. The SUBRECIPIENT must submit all subcontracts and other agreements that relate to this AGREEMENT to the CITY. 60B-12 EXHIBIT 2 H. Licensing The SUBRECIPIENT agrees to obtain and maintain all required licenses, registrations, accreditation, and inspections from all agencies governing its operations. The SUBRECIPIENT shall ensure that its staff and subcontractors shall also obtain and maintain all required licenses, registrations, accreditation and inspections from all agencies governing the SUBRECIPIENT's operations hereunder. Such licensing requirements include obtaining a City business license, as applicable. I. Responsibilities Toward Employees The SUBRECIPIENT accepts full responsibility for payment of any and all unemployment compensation, insurance premiums, workers' compensation premiums, income tax withholdings, social security withholdings, and any and all other taxes or payroll withholdings required for all employees engaged in the performance of the work and activities authorized by the AGREEMENT. The SUBRECIPIENT accepts full responsibility for providing workers with proper safety equipment and taking any and all necessary precautions to guarantee the safety of workers or persons otherwise affected. J. Insurance and Bonding (1)Generally. The SUBRECIPIENT shall maintain liability and property insurance to cover actionable legal claims for liability or loss which are the result of injury to or death of any person, or damage to property (including property of Grantee) caused by the negligent acts or omissions, or negligent conduct of the SUBRECIPIENT, its employees, agents or subcontractors, to the extent permitted by law, in connection with the activities pursuant to this AGREEMENT. The SUBRECIPIENT shall comply with the bonding and insurance requirements of 2 CFR 200.427, and 2 CFR 200.447. The SUBRECIPIENT shall undertake self-insurance, or shall obtain, at its sole cost, a policy or policies of commercial general liability insurance, or equivalent form. Such insurance shall: (1) name the City of Santa Ana, its officers, agents, employees and volunteers as additional insureds; (2) be primary with respect to insurance or self-insurance programs maintained by the CITY; (3) contain standard separation of insureds provisions; and (4) give to the CITY prompt and timely notice of claim made or suit instituted arising out of the SUBRECIPIENT's operations hereunder. (2) Limits. The SUBRECIPIENT shall maintain, at all times, the following minimum levels of Insurance, and shall, without in any way altering its liability, obtain, pay for, and maintain insurance for the coverages and amounts of coverage not less than those set forth below: a. Workers' Compensation. Amount must comply with State and Federal Laws b. Comprehensive General Liability. $1,000,000 combined single limit of liability for bodily injuries, death, and property damage resulting from any one occurrence, including the following coverages: Premises and Operations; and 60B-13 EXHIBIT 2 ii. Broad Form Commercial General Liability Endorsement to include blanket contractual liability (specifically covering, but not limited to, the contractual obligations assumed by the SUBRECIPIENT); Personal Injury (with employment and contractual exclusions deleted); and Broad Form Property Damage coverage. C. The SUBRECIPIENT's self -insured retention or deductible per line of coverage shall not exceed $25,000 without the permission of the CITY. (3) Proof of Insurance. The SUBRECIPIENT shall furnish the CITY's Clerk of the Council with an insurance certificate from insurance carrier certifying that it carries such insurance and that the policy shall not be canceled nor the coverage reduced except upon thirty (30) days prior notice to the CITY. The SUBRECIPIENT shall, prior to exercising any right under this AGREEMENT: a. furnish properly executed certificates of insurance and additional insured endorsement to the CITY which shall clearly evidence all coverage required above; b. provide that such insurance shall not be materially changed or terminated except on thirty (30) days prior written notice to the CITY; c. maintain such insurance for the period covered by this AGREEMENT; and d. replace such certificates for policies expiring prior to the expiration of this AGREEMENT. (4) Company Rating. All insurance coverage shall be written with a company having an A.M. Best Rating of "A" or better and financial size of VIII or larger. (5) Failure to Comply. In the event of any failure by the SUBRECIPIENT to comply with these provisions, the CITY may, after notice to the SUBRECIPIENT, suspend the program for cause until there is full compliance. K. Zoning. The SUBRECIPIENT agrees that any facility/property used in furtherance of said program shall be specifically zoned and permitted for such use(s) and activity(ies). Should the SUBRECIPIENT fail to have the required land entitlement and/or permits, thus violating any local, state, or federal rules and regulations relating thereto, the SUBRECIPIENT shall immediately make good -faith efforts to gain compliance with local, state, or federal rules and regulations following written notification of said violation(s) from the CITY or other authorized citing agency. The SUBRECIPIENT shall notify the CITY immediately of any pending violations. Failure to notify the CITY of pending violations, or to remedy such known violation(s), shall result in termination of grant funding hereunder. The SUBRECIPIENT must make all corrections required to bring the facility/property into compliance with the law within sixty (60) days of notification of the violation(s); failure to gain compliance within such time shall result in termination of grant funding hereunder. L. Displacement and Relocation. The SUBRECIPIENT must assure that it has taken all reasonable steps to minimize displacement of persons. Relocation must be consistent with requirements as set forth in 24 CFR § 576.408. 60B-14 EXHIBIT 2 M. Provisions Required by Law Deemed Inserted. Each and every provision of law and clause required by law to be inserted in this contract shall be deemed to be inserted herein and the AGREEMENT shall be read and enforced as though it were included herein, and if through mistake or otherwise any such provision is not inserted or correctly inserted, then upon the application of either party the contract shall forthwith be physically amended to make such insertion or correction. VI. ASSURANCES AND CERTIFICATIONS A. Non -Profit Status The SUBRECIPIENT certifies that (1) The SUBRECIPIENT is a duly organized and existing non-profit corporation in good standing and authorized to do business under the laws of the State of California and in possession of required non-profit status under the United States Internal Revenue Code [for example, 26 USC § 501(c)(3)]. The SUBRECIPIENT has full right, power, and lawful authority to accept the funding hereunder and to undertake all obligations as provided herein and the execution, performance, and delivery of this AGREEMENT by the SUBRECIPIENT has been fully authorized by all requisite. actions on the part of the SUBRECIPIENT. (2) If the SUBRECIPIENT's non-profit status changes at anytime during this AGREEMENT, it will advise the CITY within 15 days. (3) If the SUBRECIPIENT is a private non-profit, it hereby agrees that the members of its Board of Directors will receive no compensation, directly or indirectly, other than reimbursement for expenses, from any funds generated from or because of the ESG program, for their services. (4) As a non-profit, the SUBRECIPIENT acknowledges that administration of its operation and services are subject to the requirements as established in 2 CFR 200. B. Adherence to Federal. State. and Local Laws and Regulations (1) General. The SUBRECIPIENT agrees to comply with all requirements of the ESG program and applicable cross -cutting Federal, State, and Local requirements. (2) Economic Opportunities for Low- and Very Low-income Persons. The SUBRECIPIENT shall ensure that employment and other economic opportunities generated by the Program shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly those who are recipients of government assistance for housing. Section 3 of the Housing and Urban Development Act of 1968, 12 U.S.C. 1701 u, and regulations at 24 CFR part 135 apply, except that homeless individuals have priority over other Section 3 residents in accordance with § 576.405(c). (3) Civil Rights. The SUBRECIPIENT agrees to comply with Title VI of the Civil Rights Act of 1964, as amended, Title VIII of the Civil Rights Act of 1968, as amended, Section 109 of the Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, and 41 CFR Chapter 60. (4) Nondiscrimination and Equal Employment Opportunity. During the performance under this AGREEMENT, the SUBRECIPIENT shall not discriminate against any employee or applicant for employment 60B-15 EXHIBIT 2 based on race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familial status, sexual orientation, or any other basis prohibited by applicable law. The SUBRECIPIENT shall take affirmative action to ensure that all applicants and employees are treated without regard to race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familial status, and sexual orientation. The SUBRECIPIENT shall comply with all provisions of Executive Order 11246, Equal Employment Opportunity, as amended by Executive Orders 11375 and 12086. (5) Nondiscrimination and Equal Opportunity in Participation. The requirements in 24 CFR part 5, subpart A are applicable, including the nondiscrimination and equal opportunity requirements at 24 CFR 5.105(a). The SUBRECIPIENT shall not discriminate against any participant on the ground of race, color, creed, religion, sex, age, handicap, disability, ancestry, national origin, marital status, familiar status, sexual orientation, or any other basis prohibited by applicable law. The SUBRECIPIENT shall, through affirmative outreach, make known that use of the facilities, assistance, and services are available to all on a nondiscriminatory basis. The SUBRECIPIENT must take appropriate steps to ensure effective communication with persons with disabilities. (6) Americans with Disabilities Act. The SUBRECIPIENT agrees to comply with any federal regulations issued pursuant to compliance with the Americans with Disabilities Act which prohibits discrimination and ensures equal opportunity for persons with disabilities in employment, State and Local government services, and public accommodations. (7) Fair Housing. Under section 808(e)(5) of the Fair Housing Act, HUD has a statutory duty to affirmatively further fair housing. HUD requires the same of its funded sub -recipients. The SUBRECIPIENT has a duty to affirmatively further fair housing opportunities for classes protected under the Fair Housing Act. C. Falsification of Information The SUBRECIPIENT represents and warrants that it has made no false statements to the CITY in the process of obtaining this award of the ESG Funds. D. Drug Free Workplace The SUBRECIPIENT represents and warrants that it has established the following drug -free workplace policy: (1) The unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace for any employee involved in a federally funded program. (2) As an employee working in conjunction with a federally funded program, the employees of the SUBRECIPIENT will be required to: a. Abide by the terms above in statement (1), and b. Notify the appropriate SUBRECIPIENT authorities and CITY officials of any criminal drug statute conviction for a violation occurring in the workplace. Such notification shall be made no later than five (5) days after conviction. (3) The CITY and the United States Department of Housing and Urban Development will be notified within 10 60B-16 EXHIBIT 2 ten days after receiving notice of any such violation. (4) Within thirty (30) days of receiving such notice, appropriate personnel action will be taken against such employee, up to and including termination. (5) Each such employee shall be required to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State or Local health, law enforcement, or other appropriate agency. E. Religious Organization The SUBRECIPIENT may not engage in inherently religious activities, such as worship, religious instruction, or proselytization as part of said program or services. If the SUBRECIPIENT conducts such activities, the activities must be offered separately, in time or location, from said programs or services, and participation must be voluntary for the program participants. The SUBRECIPIENT shall not, in providing program assistance, discriminate against a program participant or prospective program participant on the basis of religion or religious belief. If the SUBRECIPIENT is a religious organization, it retains its independence from Federal, State, and Local governments, and may continue to carry out its mission, including the definition, practice, and expression of its religious beliefs, provided that the religious organization does not use direct ESG funds to support any inherently religious activities. The SUBRECIPIENT agrees that rehabilitation of structures by the religious organization in connection with said program must be in sound accord with the provisions under 24 CFR § 576.406. F. Additional Terms between the CITY and HUD The SUBRECIPIENT agrees further that it shall be bound by the standard terms and conditions used in the Grant Agreement between HUD and the CITY and such other rules, regulations, or requirements as HUD may reasonably impose in addition to the aforementioned assurances at or subsequent to the execution of this AGREEMENT by the parties hereto. G. OSHA Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous, or dangerous to the participants' health or safety. H. Hatch Act The SUBRECIPIENT agrees that no funds provided, nor personnel employed under this AGREEMENT, shall be in any way or to any extent engaged in the conduct of political activities in violation of the Hatch Act, 5 U.S.C. Section 1501 et seq. 11 60B-17 EXHIBIT 2 I. Davis -Bacon Act All laborers and mechanics employed by contractors or subcontractors in the performance of construction work, including alterations and repairs, in excess of $2,000.00, financed in whole or in part with federal funds shall be paid wages at rates not less than those prevailing on similar construction in the locality as determined in accordance with the Davis -Bacon Act, as amended, 40 U.S.C. sections 276a - 276a-5. Any such construction contract shall include and comply with the required contract provisions and rules set forth in 29 C.F.R. §5.5. Further, the payroll reports (along with the "Statement of Compliance") and basic records are required to be maintained and submitted, or made available, pursuant to 29 C.F.R. §5.5(a)(3). No payment, advance, grant, loan or guarantee of funds shall be approved by the federal agency unless there is on file with the agency a certification by the contractor that the contractor and its subcontractors have complied with the provisions of 29 C.F.R. §5.5. A breach of the contract clauses in 29 C.F.R. §5.5 may be grounds for termination of the contract, and for debarment as a contractor/subcontractor, as provided in 29 C.F.R. §5.12. Labor standards interviews/investigations shall be made as necessary to assure compliance. See 29 C.F.R. §5.6(a)(3). VIL ADMINISTRATIVE REQUIREMENTS A. Generally The following requirements and standards must be complied with: 2 CFR Part 200, et al. SUBRECIPIENT shall procure all materials, property, or services in accordance with the requirements of 2 CFR 200.318-326. B. Procurement (1) Compliance. The SUBRECIPIENT shall comply with current HUD and CITY policies concerning the procurement of equipment, goods, and services, and shall maintain inventory records of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. The SUBRECIPIENT shall report to the CITY all program assets (unexpended program income, property, equipment, etc.), and upon the CITY' S request, such assets shall revert to the CITY upon termination of this AGREEMENT. (2) Pursuant to 2 CFR 200.331 (a) (4), the Indirect Cost Rate for the SUBRECIPIENT's award shall be an approved federally recognized cost rate negotiated between the SUBRECIPIENT and the Federal government, or, if no cost rate exists, the de minims indirect cost rate as defined in 2 CFR 200.414(b) Indirect (F & A) costs shall be used. For this agreement, the de minims indirect cost of 10% will apply. (3) Use and Reversion of Assets. The use and disposition of equipment under this AGREEMENT shall be in compliance with the requirements of 2 CFR Part 200. C. Reporting Reporting requirements must conform to the policies and procedures as established by the CITY and 24 CFR § 576.500. The SUBRECIPIENT shall submit to the CITY, on or before the 15' day of October, January, April, and July, as part of the Quarterly Report: (1) Payment Request. An original request for reimbursement and true copies of invoices, receipts, agreements, or other documentation supporting and evidencing how the ESG Funds have been expended during the applicable quarter. 12 60B-18 EXHIBIT 2 (2) Quarterly Activities and written cumulative (year-to-date) reports of activities, program accomplishments, new program information, and up-to-date program statistics on expenditures, caseload and activities. Failure to provide any of the required documentation and reporting will cause the CITY to withhold all or a portion of a request for reimbursement until such documentation and reporting has been received and approved by the CITY. (3) Matching. Quarterly certification of match, plus documentation of match source. (4) Any other such reports as the CITY (or HUD) shall reasonably require and/or request, including but not limited to the following information: monthly records of all ethnic and racial statistics of persons and families benefited by the SUBRECIPIENT in the performance of its obligations under this AGREEMENT. D. Record Keeping Sufficient records must be established and maintained to enable the CITY and HUD to determine whether the ESG requirements are being met. Record keeping requirements must conform to the policies and procedures as established by the CITY. All accounting records, reports, all evidence pertaining to costs, expenses, and ESG Funds of the SUBRECIPIENT, and all documents related to this AGREEMENT shall be maintained and kept available at the SUBRECIPIENT'S office or place of business for the duration of the AGREEMENT and thereafter for five (5) years post -completion of an audit in conformity with the ESG requirements, except as hereinafter provided relating to retention of any records or documentation existing, created, or maintained in compliance with Lead -based Paint regulations, which likely require longer retention as outlined below. Records which relate to (a) complaints, claims, administrative proceedings or litigation arising out of the performance of this AGREEMENT, or (b) costs and expenses of this AGREEMENT to which the CITY or any other governmental agency takes exception, shall be retained beyond the five (5) years until complete resolution or disposition of such appeals, litigation claims, or exceptions. All said records must be retained for the greater of the aforementioned duration or the periods specified in 24 CFR 576.500(y). All records relating to, or created or maintained in compliance with, the Lead -Based Paint regulations shall be retained and maintained by the SUBRECIPIENT indefinitely, including without limitation, all inspection report(s), disclosure statement(s), and clearance report(s). Copies made by microfilming, photocopying, or similar methods may be substituted for the original records. The CITY, HUD and auditors shall have the right to access all the SUBRECIPIENT records for as long as the records are retained by the SUBRECIPIENT. In the event the SUBRECIPIENT does not make the above -referenced documents available within the City of Santa Ana, California, the SUBRECIPIENT agrees to pay all necessary and reasonable expenses incurred by the CITY in conducting any audit at the location where said records and books of account are maintained. The SUBRECIPIENT agrees to meet the requirements set forth in 24 CFR § 576.500. E. Homeless Management Information Systems (HMIS) (1) Generally. The SUBRECIPIENT must ensure that data on all persons served and all activities assisted under ESG are entered into the applicable community -wide HMIS in the area in which those persons and activities are located, or with the express knowledge and written consent of the CITY, a comparable database, in accordance with HUD's standards on participation, data collection, and reporting under a local HMIS. (2) HMIS Agency Agreement. The SUBRECIPIENT shall have an agreement in place with the HMIS lead agency to participate in the regionally HMIS system. A copy of the SUBRECIPIENTS agreement with the HMIS lead agency shall be attached to this agreement as Exhibit F. In the case of Domestic Violence service providers 13 60B-19 EXHIBIT 2 or other agencies prohibited from entering data into HMIS, documentation from the HMIS lead agency certifying that the SUBRECIPIENT is using a comparable database shall be attached to this agreement as Exhibit D. (3) HMIS Interagency Data Sharing Agreement. The SUBRECIPIENT shall enter into an Interagency Data Sharing Agreement with the HMIS Lead Agency where the SUBRECIPIENT agrees to share HMIS data with other ESG funded agencies regarding clients that are served in ESG funded programs, unless prohibited by law. A copy of such agreement shall be attached as Exhibit F-1. F. Audit Report Requirements The SUBRECIPIENT agrees that if the SUBRECIPIENT expends Seven Hundred Fifty Thousand Dollars ($750,000.00) or more in federal funds, the SUBRECIPIENT 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 (2 CFR 200.501a). The SUBRECIPIENT shall provide the CITY with a copy of said audit by April 1 of the year following the program year in which this AGREEMENT is executed. Further, the SUBRECIPIENT shall comply and/or cause compliance with audit report(s) required by applicable provisions of the Lead -Based Paint Regulations as further detailed below. VIII. EVALUATION AND MONITORING A. Generally The CITY will monitor the performance of the SUBRECIPIENT against goals and performance standards as required herein. The SUBRECIPIENT shall provide the CITY all necessary reporting information as required by the CITY in the administration and review of the Program. Substandard performance as determined by the CITY will constitute noncompliance with this AGREEMENT. If action to correct such substandard performance is not taken by the SUBRECIPIENT within a reasonable period of time after being notified by the CITY, contract suspension or termination procedures will be initiated. B. Access to Records The SUBRECIPIENT gives the CITY and HUD, including their authorized representative, access to and the right to examine all records, books, papers, items, emails, and documents, both physical and electronic, relating to the program. C. Audit The CITY shall have the right to audit and monitor any program income as a result of an ESG activity. Upon request by the CITY and for audit purposes, the SUBRECIPIENT further agrees to provide all files, records, and documents pertaining to related activities and clientele demographic data. IX. LIABILITY A. Generally Each party to this AGREEMENT acknowledges that it will be liable for its own negligent acts or negligent omissions by or through itself, its employees, agents, and subcontractors. Each party further agrees to defend itself and themselves, and to pay any judgments and costs arising out of such negligent acts or omissions, and nothing in this AGREEMENT shall impute or transfer any such liability from one to the other. In other words, the 14 60B-20 EXHIBIT 2 SUBRECIPIENT agrees to be fully responsible for its negligent acts or omissions, or any intentional tortuous acts which result in claims or suits against the CITY, and agrees to be liable for any damages proximately caused by said acts or omissions. Nothing herein shall be construed as consent by a State or CITY agency or subdivision to be sued by third parties in any matter arising out of any contract, and nothing herein is intended to serve as a waiver of sovereign immunity where sovereign immunity applies. B. CITY not Liable for Funds The SUBRECIPIENT further acknowledges that the source of the ESG Funds is a federal pass -through grant to the SUBRECIPIENT. The CITY shall have no obligation to advance or pay the SUBRECIPIENT with any funds other than the ESG Funds the CITY receives from HUD. C. Hold Harmless The SUBRECIPIENT shall defend, indemnify and save harmless the CITY, its officers, agents, employees, representatives, volunteers, and student externs from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of the CITY, and shall defend, indemnify and save harmless the CITY, its officers, agents, employees, representatives, volunteers, and student externs from and against any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers compensation claims and attorney fees/expenses for litigation or settlement, resulting from or arising out of the negligent or wrongful acts, errors or omissions of the SUBRECIPIENT, its officers, directors, employees, agents, subcontractors, and suppliers arising out of the SUBRECIPIENT's performance of this AGREEMENT. X. ENVIRONMENTAL CONDITIONS A. Generally ESG activities are subject to environmental review by HUD under the environmental regulations in 24 CFR 50. The SUBRECIPIENT, or any contractor of the SUBRECIPIENT, may not acquire, rehabilitate, convert, lease, repair, dispose of, demolish, or construct property for a project under this part, or commit or expend HUD or local funds for eligible activities under this part, until HUD has performed an environmental review under 24 CFR part 50 and the recipient has received HUD approval of the property. The SUBRECIPIENT agrees to comply with all applicable environmental requirements insofar as they apply to the performance of this AGREEMENT, including but not limited to the Clean Air Act, the Federal Water Pollution Control Act and the Flood Disaster Protection Act. If applicable, the SUBRECIPIENT also shall comply with the Historic Preservation requirements of National Historic Preservation Act of 1966. B. Lead -based paint remediation and disclosure The Lead -Based Paint Poisoning Prevention Act (42 U.S.C. 4821-4846), the Residential Lead -Based Paint Hazard Reduction Act of 1992 (42 U.S.C. 4851-4856), and implementing regulations in 24 CFR part 35, subparts A, B, H, J, K, M, and R apply to all shelters assisted under ESG program and all housing occupied by program participants that were built before 1978. 15 60B-21 EXHIBIT 2 C. Assignment of Responsibilities By this AGREEMENT, the SUBRECIPIENT will accept assignment from the CITY of all responsibilities set forth in Subpart K of 24 CFR 35. D. Compliance with Subpart K The purpose of Subpart K is to establish procedures to eliminate as far as practicable lead -based paint ("LBP") hazards in a residential property that receives Federal assistance under certain HUD programs for acquisition, leasing, support services, or operation. In connection with the grant funds under this AGREEMENT, the CITY requires that the SUBRECIPIENT comply and show evidence of compliance with all applicable subparts of 24 CFR 35, and especially, Subpart K ("LBP Regs"). The SUBRECIPIENT shall conduct the following activities for the dwelling unit, common areas servicing the dwelling unit, and the exterior surfaces of the building in which the dwelling unit is located: (1) A visual assessment of all painted surfaces in order to identify deteriorated paint; (2) Paint stabilization of each deteriorated paint surface, and clearance, in accordance with §§ 35.1330(a) and (b), before occupancy of a vacant dwelling unit or, where a unit is occupied, immediately after receipt of Federal assistance; and (3) Ongoing lead -based oaint maintenance activities into regular building operations, in accordance with § 35.1355(a), if the dwelling unit has a continuing, active financial relationship with a Federal housing assistance program, except that mortgage insurance or loan guarantees are not considered to constitute an active programmatic relationship for the purposes of this part. (4) And, notice to occupants in accordance with §§ 35.125(b)(1) and (c), describing the results of the clearance examination. E. Notification of LBP Hazard The SUBRECIPIENT shall provide to all occupants of housing: (1) In accordance with Section 35.130 of the LBP Regs - the LBP hazard information pamphlet. The pamphlet shall be the EPA/HUD/Consumer Product Safety Commission lead hazard information pamphlet or an EPA -approved equivalent. The current form and version of the pamphlet can be found at: http://www. hud.gov/offices/lead/li bra ry/enforcement/fs-discl. pdf (2) In accordance with 24 CFR 35, Subpart A, all available information and knowledge regarding the presence of LBP and LBP hazards prior to leasing a housing unit. (3) In accordance with 24 CFR 35, Subpart A, notification in writing of the results of the presumption of LBP and/or LBP hazards, results of any lead hazard evaluation, and any lead hazard reduction work. L 60B-22 EXHIBIT 2 XI. F. LBP Information Summary For purposes of information only and in no respect intended to be a representation or warranty of the provisions of the LBP Regulations, the CITY has caused to be prepared an information summary relating to the LBP Regulations and Application to dwelling units that may be occupied by recipients of services and/or funding from the SUBRECIPIENT under this AGREEMENT. CITY staff will cooperate with and be available to the SUBRECIPIENT to assist in implementation of compliance with the LBP Regs as to residential dwelling units to be assisted by the SUBRECIPIENT. The parties acknowledge and agree the CITY shall not be liable or responsible for the accuracy of such summary, and the SUBRECIPENT is directed to the LBP Regulations and implementing guidance published and provided by HUD relating to compliance with such LBP Regulations. G. Exemptions Section 35.115(a) provides exemptions from Subparts B through R. For example, lead -based paint requirements do not apply to housing assistance if the assistance lasts less than one hundred (100) days. The SUBRECIPIENT shall comply with 2 CFR 200.112 with respect to the use of program funds to procure services, equipment, supplies, or other property. With respect to all other decisions involving the use of program funds, the following restriction shall apply: No person who is an employee, agent, consultant, officer, or elected or appointed official of the SUBRECIPIENT and who exercises or has exercised any functions or responsibilities with respect to assisted activities, or who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract, or agreement with respect thereto, or the proceeds there under, either for himself or herself, or for those with who he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The SUBRECIPIENT agrees to abide by the ESG Program's Conflict of Interest provisions as expressly detailed in 24 CFR § 576.404 regarding Organizational Conflicts of Interest and Personal Conflicts of Interest. All contractors of the SUBRECIPIENT must comply with the same requirements that apply to the SUBRECIPIENT under this section. XII. ASSIGNABILITY None of the duties of, or work to be performed by, the SUBRECIPIENT under this AGREEMENT shall be subcontracted or assigned to any agency, consultant, or person without the prior written consent of the CITY. The SUBRECIPIENT must submit all subcontracts and other agreements that relate to this AGREEMENT to the CITY. No subcontract or assignment shall terminate or alter the legal obligations of the SUBRECIPIENT pursuant to this AGREEMENT. XIII. EXCLUSIVITY OF AGREEMENT This AGREEMENT supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of the CITY's ESG Funds by the SUBRECIPIENT and contains all the covenants and agreements between the parties with respect to such ESG Funds in any manner whatsoever. Each party to this AGREEMENT acknowledges that no representations, inducements, promises or agreements, orally or otherwise, 17 60B-23 EXHIBIT 2 have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both the CITY and the SUBRECIPIENT. XIV. AMENDMENTS OR MODIFICATIONS The SUBRECIPIENT shall not obligate, encumber, spend, or otherwise utilize program funds for any activity or purpose not included or not in conformance with the budget as apportioned and as submitted to the CITY unless: (i) The SUBRECIPIENT has received explicit written approval from the CITY to undertake such actions, or (2) Budget changes may be made among approved program activities and among approved budget categories so long as the specific project activity has been approved, there is no change to the total grant amount, and the changes to the budget are documented. Any program modification request by the SUBRECIPIENT must be requested at least forty-five (45) days prior to the end of the term of this AGREEMENT. No modification to this AGREEMENT shall be binding by either party unless in writing and signed by both parties. In the event that the CITY approves any amendment to the funding allocation, the SUBRECIPIENT shall be notified in writing and such notification shall constitute an official amendment. The CITY may, at its discretion and upon provision of proper notice to the SUBRECIPIENT, amend this AGREEMENT to conform with changes in Federal, State, and/or the CITY laws, regulations, guidelines, directives, and objectives. Such amendments shall be incorporated by written amendment as a part of this AGREEMENT. XV. VIOLATION OF TERMS AND CONDITIONS A. Termination If, due to any cause, the SUBRECIPIENT fails to comply with the terms, conditions or requirements of this AGREEMENT, or any prior AGREEMENT whereby ESG funds were received by the SUBRECIPIENT, whether stated in a Federal statute or regulation, an assurance, a State plan or application, a notice of award, or elsewhere, the CITY may terminate or suspend this AGREEMENT in accordance with 2 CFR 200.339 and in accordance with 2 CFR 200.340 by giving written notice, and the CITY may request in writing that all or some of the grant funds be returned even if the SUBRECIPIENT has expended the funds. If the SUBRECIPIENT reports inaccurately, or if on audit there is a disallowance of certain expenditures, the SUBRECIPIENT agrees to remedy the acts or omissions causing the disallowance and repay the CITY all amounts spent in violation thereof. If the SUBRECIPIENT engaged in fraudulent activity to obtain and/or justify expenditure of the ESG funds granted hereunder, the SUBRECIPIENT shall be required to reimburse the CITY of all such funds that were obtained and/or spent under fraudulent circumstances, and the CITY reserves the right to take other remedies that may be legally available. The SUBRECIPIENT agrees to return all funds as requested by the CITY under this section within thirty (30) days of receipt of the written request. 18 60B-24 EXHIBIT 2 Any objections regarding terminations or suspensions shall be made by the SUBRECIPIENT in writing and mailed to the CITY pursuant to the above NOTICES section. XVI. CLOSE-OUT The SUBRECIPIENT agrees to comply with the closeout procedures detailed in 2 CFR 200.343, including the following: 1. SUBRECIPIENT must submit, no later than ninety (90) calendar days after the end date of the period of performance, all financial, performance, and other reports as required by the terms and conditions of the Federal award; 2. Unless the CITY authorizes an extension, SUBRECIPIENT must liquidate all obligations incurred under the Federal award not later than ninety (90) calendar days after the end date of the period of performance as specified in the terms and conditions of the Federal award; 3. SUBRECIPIENT 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 SUBRECIPIENT for use in other projects (See OMG Circular A-129 and 2 CFR 200.345); 4. SUBRECIPIENT 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. XVH. VALIDITY AND SEVERABILITY The invalidity in whole or in part of any provision of this ARGREEMENT shall not void or affect the validity of any other provision of this AGREEMENT. Whenever possible, each provision of this AGREEMENT shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this AGREEMENT is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions of this AGREEMENT. XVIII. LAWS GOVERNING THIS AGREEMENT This AGREEMENT shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XLY. WAIVER No delay or omission by the CITY hereto to exercise any right or power accruing upon any noncompliance or default by the SUBRECIPIENT with respect to any of the terms of this AGREEMENT shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement herein contained. 19 60B-25 EXHIBIT 2 XX. AGREEMENT DOCUMENT, EXHIBITS. AND ATTACHMENTS All of the attachments and exhibits attached to this AGREEMENT are deemed incorporated by reference. This document may be executed in three (3) counterparts, each of which shall be deemed to be an original. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this AGREEMENT, and shall indemnify the CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to the CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the date and year first above written. ATTEST: CITY OF SANTA ANA a municipal corporation MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney By:I3YAN,yJ. HODGE Assistant City Attorney RECOMMENDED FOR APPROVAL: ROBERT ZUR SCHMIEDE Interim Executive Director Community Development Agency RAUL GODINEZ II City Manager SUBRECIPIENT: Name: Title: Tax ID: DUNS #: Exhibit 2 0 60B-26 EXHIBIT 2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE EXCLUSIVE NEGOTIATION AGREEMENT WITH COMMUNITY LAND TRUST THRIVE SANTA ANA, INC. FOR 1901 WEST WALNUT STREET (STRATEGIC PLAN NO.6) F CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2^d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute an Exclusive Negotiation Agreement with THRIVE Santa Ana, Inc., for 1901 West Walnut Street, Santa Ana (APN 007- 332- 08), for the period of one hundred and eighty (180) consecutive calendar days commencing on May 1, 2018, with an option to extend an additional one hundred and eighty (180) days, subject to non -substantive changes approved by the City Manager and City Attorney. On January 16, 2018, City Council directed staff to negotiate an Exclusive Negotiation Agreement (ENA) with THRIVE Santa Ana, Inc. (THRIVE) for the property located at 1901 West Walnut Street (Daisy & Walnut). THRIVE, a Community Land Trust (CLT) established in 2017, was formed by nonprofit leaders and local residents with the idea of acquiring vacant city -owned property for the purposes of providing community benefits such as affordable housing, parks, urban micro -farms, and marketplaces for small businesses. A CLT is a community based nonprofit dedicated to the stewardship of land for the permanent benefit of local residents. Acquired properties would be managed by the CLT, which would work with local residents to determine the needs in the local community. Although THRIVE is a newly formed CLT organization, members of the board have been working to advance a CLT in Santa Ana since the adoption of the Wellness Strategies Resolution by City Council in 2015. Since 2015, nonprofit groups such as Santa Ana Building Healthy Communities have conducted community engagement to educate local residents and inform them about the benefits of CLT's which include promotion of health and wellness, building, generational wealth, supporting long-term housing affordability, and improving access to housing. 60C-1 Exclusive Negotiation Agreement with THRIVE Santa Ana, Inc. May 1, 2018 Page 2 THRIVE has conducted surveys and gathered feedback from the neighborhood surrounding the Daisy & Walnut property. When asked to rate (on a scale of 1-5) the potential benefit of proposed uses for the property, respondents favored a space to socialize with families (4.3), a community market (3.82), or community farm (3.76). In an open ended question, residents suggested a center for youth/children and a park. Additionally, an arts festival was held on the property on April 8, 2018 to present survey results to the community and gather additional input. Based on the community feedback received, THRIVE proposes to develop either a community micro -farm or a mercadito on the property. A micro -farm is a small space primarily used to cultivate crops in an urban or suburban setting. Additionally, micro -farms are used to teach gardening and urban farming skills to community members. A mercadito is a small marketplace for incubating local small or micro -businesses. They also host local performances and cultural events. The property, located at 1901 West Walnut, Santa Ana, CA 92703, APN Number 007-332-08, is 16,558 square feet (0.38 acre), and zoned M1 Light Industrial. The proposed uses do not fit into M1 and will require a zone change and potentially general plan amendment, contingent on the selected use. The project will need to go through the planning development review process to obtain a comprehensive review. The Daisy & Walnut property has been vacant for over 10 years. It was acquired in 2007, and demolition of a structure was completed in 2011. Staff recommends approving the ENA in an effort to provide time to attempt to negotiate a disposition and development agreement with THRIVE. The ENA includes milestones to be achieved by THRIVE that include, but are not limited to: proposing the use(s) of the property and submitting a pro forma, project development schedule, site plans, community benefit report, and identifying a funding partner structure, including proof of ability to obtain financing. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 — Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT There is no fiscal impact associated with this action. Jeri Brown Acting Executive Director Community Development Agency Exhibits: 1. Exclusive Negotiation Agreement 2. Location Map 60C-2 EXCLUSIVE NEGOTIATION AGREEMENT This Exclusive Negotiation Agreement ("Agreement") is dated _ 2018, for reference purposes only, and is entered into by and between the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California ("City"), and THRIVE Santa Ana, hie., a 501(c)(3) tax exempt California public benefit corporation ("Developer"), to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA") between the City and Developer. City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"): RECITALS WHEREAS, the Parties entering into this Agreement intend to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential use and development of certain real property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future DDA; and WHEREAS, the property contemplated is located at 1901 West Walnut Street, Santa Ana, CA (APN 007- 332-08) ("Property"); and WHEREAS, City owns the Property; and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A" and incorporated into this Agreement by this reference; and WHEREAS, Developer proposes to develop either: 1) a community micro -farm; or 2) a mercadito, on the Property. The term "mercadito" refers to a small marketplace for incubating local small or micro -businesses. Mercaditos also host performances and cultural events. The term "micro -farm" refers to a small space primarily used to cultivate crops in an urban or suburban setting. Additionally, micro -farms are used to teach gardening and fanning skills to community members. Developer will use a comprehensive assessment of community needs to determine the specific use of the Property, as particularly described in Exhibit "B" attached to this Agreement ("Project"); and WHEREAS, the Parties propose to conduct negotiations in order to produce a DDA in accordance with the timeline and milestones attached to this Agreement as Exhibit "C' ; and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project; and WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property, and that such plans and other information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA between City and Developer; and 60C-3 EXHIBIT 1 WHEREAS, City is willing to enter into a period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terms and conditions of this Agreement. NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 2. Term of Agreement. (a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred ("Effective Date"): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City's execution of this Agreement by their respective authorized representatives and delivery of such executed Agreement to the Developer. The City shall each deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days after the governing bodies of the City have approved this Agreement, and their authorized representatives have executed this Agreement. This Agreement shall continue in effect for the period of one hundred and eighty (180) consecutive calendar days immediately following the Effective Date ("Negotiation Period"), subject to the limitations of Sections 2(b). (b) The Negotiation Period may be extended upon the mutual written agreement of the City Manager and the Developer for no more than one hundred and eighty (180) additional consecutive calendar days. Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Negotiation Period exceed three hundred and sixty (360) consecutive calendar days from the Effective Date. (c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this Agreement), unless prior to that time, the City and the Developer approve and execute a separate DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA. 3. Obligations of Developer. During the Negotiation Period, the Developer shall proceed diligently and in good faith to develop and present to City staff for review, all of the following: (a) A complete development application, together with the payment of all applicable review fees for the Project on the Property, that describes and depicts: (1) the location and placement of proposed property modifications and, if applicable, (2) the architecture and elevations of any proposed buildings; 2 EXHIBIT 1 60C-4 (b) Proposed zoning change or changes to the City's General Plan, if any, necessary to accommodate the Project on the Property; (c) A proposed financing plan identifying financing sources for all private and public improvements proposed for the Project; and (d) A preliminary financial analysis demonstrating the costs and benefits to the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by the Project. Said information shall be provided in an Economic Development Subsidy Report and/or Community Benefit Report, as determined and requested by the City. 4. Negotiation of DDA. During the Negotiation Period, the Parties shall negotiate diligently and in good faith to negotiate a DDA among them. The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. The exact terms and conditions of a DDA, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by City staff and the Developer will be approved by the governing bodies of the City. The Developer acknowledges and. agrees that the City's considerations of any DDA is subject to the sole and absolute discretion of their City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 5. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or involuntary successor -in -interest of the Developer shall acquire any rights or powers under this Agreement, except as provided in Section 5(c). (b) The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 5(d)) of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been 60C-5 EXHIBIT 1 approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to the Developer or any other person, by sending written notice of termination to the other Parties, referencing this Section 5(b). (c) Notwithstanding anything in this Agreement to the contrary, Developermay assign its rights under this Agreement to an Affiliate (as defined in Section 5(d)), on the condition that such Affiliate expressly assumes all of the obligations of the Developer under this Agreement in a writing reasonably satisfactory to the City and further provided that Developer shall, at all times, control any such Affiliate. (d) For the purposes of this Agreement, the term "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 6. Developer Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, the Parties shall diligently review and continent on drafts of a DDA prepared by the City Attorney, and if the terms and conditions of such a DDA are agreed upon among the City staff and the Developer, Developer shall submit the DDA fully executed by the authorized representative(s) of the Developer to the City Manager for submission to City Council for review and approval or disapproval. Any future DDA shall consist of terms and conditions acceptable to the Developer and the City Council of the City, in their respective sole and absolute discretion. (b) During the Negotiation Period, the Developer shall also keep City staff advised on the progress of the Developer in performing its obligations under this Agreement, on a regular basis or as requested by City Staff including, without limitation, having one or more of the Developer's employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Project and the progress of negotiation of a DDA, such that such person(s) can meaningfully respond to inquiries from City and regarding the progress of the design and planning of the Project or the negotiation of a DDA, attend meetings of the City's, when reasonably requested to do so by their respective staff. 7. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and all q EXHIBIT 1 60C-6 applications and other documents and information to be submitted to the City and by the Developer pursuant to this Agreement or otherwise associated with the Project. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into among the Parties, in the future. 8. City Not To Negotiate With Others. (a) During the Negotiation Period, the City, and their respective staff shall not negotiate with any other person regarding the sale or development of the Property, except owners of or business tenants occupying property within the Project. The term "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developer, regardless of how initiated, with respect to that person's development of the Property to the total or partial exclusion of the Developer from redeveloping the Property, without the Developer's written consent, subject to the provisions of Section 8(b) and further provided that they may receive and retain unsolicited offers regarding development of the Property, but shall not negotiate with the proponent of any such offer during the Negotiation Period. (b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would customarily be furnished to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise. 9. Acknowledgments and Reservations. (a) The Parties agree that, if this Agreement expires or is terminated for any reason, or a future DDA is not approved and executed by the Parties, for any reason, none of the Parties shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Property or the development of the Project or the Property. (b) The Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developer for the City to convey any estate or interest in the Property to the Developer or for the City to provide any financial or other assistance to the Developer for development of the Property or execution of the Project. (c) The Developer acknowledges and agrees that the Developer has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Project may be established among the Parties, but it is understood and agreed among the Parties that the Project and the development of the Property must conform to all City, and other applicable governmental 60C-7 EXHIBIT 1 development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. (a) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of the Developer to purchase, develop and operate the Property and/or the Project. The Developer acknowledges that it maybe requested to make certain financial disclosures to the City, their staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City and relating to the potential sale of the Properties and development of the Project on the Property by the Developer and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement or the Project pursuant to the California Public Records Act (Govt. Code Section 6254 et. s4 or similar statute, and the City determines that the City has responsive documents, the City shall provide Developer notice not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period Developer may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be bome solely by Developer. (f) The City shall be deemed to be a Party to any agreement for the acquisition of, lease of or disposition of real or personal property, the provision of financial assistance to the Developer or development of the Project on the Property or elsewhere, until the terms and conditions of a complete future DDA are considered and approved by the City Council, in their respective sole and absolute discretion, following the conclusion of one or more duly noticed public hearings, as required by law. The Developer expressly acknowledges and agrees that the City will not be bound by any statement, promise or representation made by their respective staff or representatives during the course of negotiations of a future DDA and that the City shall only be legally bound upon the approval of a complete DDA by the City Council, in their respective sole and absolute discretion, following one or more duly noticed public hearings, as required by law. 10. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 11. Default. (a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by another Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this -6- 60C-8 EXHIBIT 1 Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period. Nothing in this subparagraph (a) shall prohibit Developer from extending the Negotiation Period pursuant to Section 2. (b) The Parry claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement without first delivering written notice of the default. (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. (d) If a default of any Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. 12. Compliance with Law. The Developer acknowledges that any future DDA, if approved by the City Council, will require the Developer to, among other things, cant' out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws. 13. Press Releases. The Developer agrees to obtain the approval of the City Manager in function of any press releases Developer may propose relating to the lease or development of the Property or negotiation of a DDA with the City prior to publication. 14. Notice. All notices required under this Agreement shall be presented (A) in person, (13) by a reputable same -day or overnight delivery service, or (C) facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/or fax number for the Party set forth in this Section. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or reputable same -day or overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Parties in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. 60C-9 EXHIBIT 1 TO DEVELOPER: THRIVE Santa Ana, Inc. Cesar Covarrubias, Treasurer THRIVE Santa Ana, Inc. P.O. Box 1935 Santa Ana, CA 92702 (T) 949-250-0909 (F) 949- 263-0647 Email: cesarc@kennedycommission.org COPY TO: THRIVE Santa Ana, Inc. c/o Carrie Hempel 401 East Peltason Drive Law 3500-F Irvine, CA 92697 (1)949-824-3575 Email: chempel@law,uci.edu TO CITY: The City of Santa Ana Executive Director Community Development Agency 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 COPY TO: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6515 15. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants, when such fees are considered necessary by the Developer. 16. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement each signed by the authorized representative(s) of the Developer. 17. Counterpart Originals. This Agreement may be executed by the Parties in multiple counterpart originals, all of which together shall constitute a single agreement. 18. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the Parties. $ EXHIBIT 1 60C-10 19. Governing Law. The Parties acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Santa Ana, California. The Parties agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws' conflicts of laws principles. 20. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against a Party, unless made in writing and executed by the Parties. 21. Construction. Headings at the beginning of each section and sub -section of this Agreement are solely for the convenience of reference of the Parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one Party, but rather as if the Parties cooperated equally in preparing this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which a Party is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City. 22. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, for both the Developer and the City, salaries (or fees) and expenses of the lawyers employed (allocated on an hourly basis) who may provide legal services in connection with the representation in any such matter. 23. Enforced Delay. No party shall be deemed in default of its obligations under this Agreement where a delay or default is due to an act of God, natural disaster, accident, breakage or failure of equipment, enactment of conflicting federal or state laws or regulations, third -party litigation, administrative action, including strikes, lockouts or other labor disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor, unforeseeable and severe economic conditions, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disobedience, riot, or by any other severe and unforeseeable occurrence that is beyond the control of that party (collectively, "Enforced Delay"). Performance by a party of its obligations shall be excused during, and extended for a period of time equal to, the period (on a day -for -day basis) for which the cause of such Enforced Delay is in effect. [Signatures on following page] 60C-1 1 EXHIBIT 1 IN WITNESS WHEREOF, the Parties have executed this Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below. ATTEST: MARIA D. HUIZAR Clerk of the Council AS TO FORM: By: =L SONIA City Atl RECOMMENDED FOR APPROVAL: Executive Director Community Development Agency CITY OF SANTA ANA RAUL GODINEZ II City Manager DEVELOPER By: CESAR COVARRUBIAS Treasurer, THRIVE Santa Ana, Inc. Dated: By: SANDRA ORTEGA Secretary, THRIVE Santa Ana, Inc. Dated: -10- EXHIBIT 1 60C-12 EXHIBIT "A" TO NEGOTIATION AGREEMENT Property Legal Description 1901 West Walnut Street ("Property") is situated in the State of California, County of Orange, and the City of Santa Ana. The Property has a lot size of 16,558 square feet (.38 acre) as shown on a Map recorded as parcel 8 in Book 7 on page 332 of Assessor Parcel Maps of Orange County, California. The Property is bounded on its easterly edge by South Daisy Avenue and its southern edge by West Walnut Street. The following is the Property Legal Description: PBI{54PG50PAR 3 EXHIBIT "A„ 606-13 EXHIBIT 1 EXHI13YF "B„ TO NEGOTIATION AGREEMENT Project Description [To Be Attached Behind This Cover Page] [Project Description will be provided by the Developer within 30 days of the effective date of this Agreement pursuant to the terms of Exhibit C] EXHIBIT `B" 60C-14 EXHIBIT 1 EXHIBIT "C" TO NEGOTIATION AGREEMENT Exclusive Negotiating Agreement Timeline and Milestones Milestone I Description Within 30 Days of Effective Date ( , 201, of ENA Select Use Developer will provide the City written notice of a finalized Property use between either: 1) a community micro -farm; or 2) a mercadito, pursuant to the terms of this Agreement. Within 60 Days of Effective Date 201 of ENA Initial Pro Forma Developer will submit initial pro forma for the proposed development. Project Development Developer will submit projected construction schedule for the Schedule proposed development. Due Diligence Developer will provide written determination of property's physical suitability for development, taking into account relevant regulatory and environmental conditions. Full Project Submittal Developer will submit site plans and all relevant applications and fees Within 105 Days of Effective Date 201 of ENA Plan Review Staff will review plans for compliance with applicable codes and regulations. Project Manager will submit a letter summarizing staff comments to the Developer. Economic Subsidy Submit a preliminary market assessment containing a forecast of Report and/or regional and local real estate market conditions and anticipated Community Benefit performance of project. Report Within 130 Days of Effective Date 201 of ENA Revised Site Plans Developer will submit revised site plans to City staff. Funding Partners and Developer will submit letter identifying lenders, investment partners, Structure and proof of ability to obtain financing. EXH1131T "C" 606-15 EXHIBIT 1 Within 145 Days of Effective Date , 201 of ENA 2nd Plan Review Staff will review plans for compliance with applicable codes and regulations. Project Manager will submit a letter summarizing staff comments to Develo er. Within 155 Days of Effective Date 201 of ENA Draft DDA Parties will complete negotiations and draft Disposition and Development Agreement. Final Revisions Parties will finalize revisions to development proposal and all relevant materials. Within 170 Da s of Effective Date 201 of ENA City and Hearings Developer and Staff will present development proposal and DDA to Ci for fmal review and approvals by governingbodies. EXHIBIT "C" 60C-16 EXHIBIT 1 FIRST Location Map ST SECOND STREET H w m y N PINE N Q C CHESTNUT AVENUE 0 1901 West Walnut Street EXHIBIT 2 60C-17 60C-18 Real Property Disposition Policy May 1, 2018 Page 2 The Policy is comprised of seven (7) sections: • Background: This section includes a guiding policy to optimize sale price or lease rental; and allows for consideration of the value of special benefits. • Designation of Custodian of List of Real Properties Available for Disposition: This section designates the Clerk of the Council to function as the official custodian of the City's real property list that will be available for disposition and subject to this policy. This list will be made available to the public. • Process to Determine Real Property Interests Potentially Available for Disposition: This section establishes a Real Property Disposition Committee (RPDC), comprised of City staff, that will guide the process to review and recommend available City property for inclusion on the disposition list. The properties identified for disposition will need to satisfy several criteria as outlined in pages 2-3 of the Policy. • Classification of Real Property Interests for Disposition: During the process, the RPDC will include its recommendation to City Council a classification of the property into one or more categories (economic development potential; housing developing potential; public use potential for parks, recreation and open space; community use/benefit potential; neighborhood beautification potential; or adjacent owner assemblage). These classifications will inform preparation of disposition solicitations. • Provisions Related to Disposition to Non -Profit and Community Organizations and Entities: This section provides a process for non-profit and community organizations to formally affirm their interest in acquiring or leasing city property for community use, benefit or beautification projects. The purpose of this provision is to assist the City in determining the organizational capacity of these organizations to carry out their desired use of the property. • Requirements/Procedures for Sale of Real Property Assets and Interests: This section provides the disposition procedures and details on any special requirements before disposition such as the use of brokers, appraisal of the property and soliciting community input before the sale of the property. • Leasing of City Real Property: This section provides a process for the leasing of City owned property. The above sections outline the City's process for disposition of city -owned property and establishes the criteria for how the community can be involved in the process. On March 22, 2016, CDA staff met with the Equity for All Coalition, a group of non-profit community organizations, to review and solicit input on the draft disposition policy. On April 18, 2018, CDA staff met again to review the draft disposition policy with Equity for All Coalition and local residents. Upon receiving this input, several modifications were made to the Policy. This administrative policy will be reviewed by staff on an annual basis. 60D-2 Real Property Disposition Policy May 1, 2018 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective 5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties {city and non -city owned} for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT There is no fiscal impact associated with this action Judson Brown Acting Executive Director Community Development Agency Exhibit: Draft Real Property Disposition Policy o. 1� City of Santa Ana Administrative ` Policies and Procedures Executive Director, Community Development Agency Authorization Subject Date Number -, Anril 2018 REAL PROPERTY DISPOSITION POLICY / Purpose ' The purpose of this policy is to establish procedures whereby remnan Nunneeded, or marginally used City -owned real property assets and interests are identified and recommended for disposition through sale, lease, easement, license, or agreement for use to public, private, a4non-profit organizations, individuals, or other entities for economic development, public use, community use, community benefit uses, community beautification, -or assemblage;with. adjacent real property: Intent The intent of this policy is to provide an orderly, transparent, openl,and fair process for public, private and non-profit organizations, -individuals,' and other entities to acquire remnant, unneeded, or marginally used real property assets and interests from the City while assuring that the City receives the best overall value for the real property interests conveyed. 1. BACKGROUND �• Acquired for its municipal operations^a'hd ,yano.us improvement projects, the City is an owner of substantial real property.a'sets and interests: -0 er)time, the need for certain of these assets and interests can change, thereby'creating an opportunity for their use for other purposes. By allowing remnant, unneeded, or marginally used City -owned real property assets to be employed for other purposes, the City and its residents can benefit from private improvements which provide property tax revenue and economic, development opportunities, support non -City public uses such as schools, or support uses that provide substantial community benefits or opportunities for neighborhood beautification improvements., It is important to note that this Real Property Disposition Policy covers real property assets and interests -of the City of Santa Ana and the Successor Agency to the Santa Ana Community Redevelopment Agency, but does not cover the real property assets and interests of the City of Santa Ana Successor Housing Agency, nor those of the City of Santa Ana held for affordable housing development purposes ("Housing Properties"). Disposition of Housing Properties is instead covered by the Affordable Housing Funds Policies and Procedures, published by the Housing Division of the Community Development Agency of the City, approved by the Santa Ana City Council on March 20, 2018. The City's basic guiding policy is to optimize the sale price or lease rental income from disposition of City -owned real estate assets and interests. Optimized sales price or lease/rental income shall be based EXHIBIT 1 upon a current appraisal with a date of valuation not more than one (1) year prior to the date of City Council approval of any agreement to dispose of the real property. Subject to any limitations which may derive from the source of funds used to acquire a property, the following factors potentially influence a disposition decision and will be considered by the City in addition to the basic guiding policy: 1.) the effect of prevailing economic conditions and market trends on the appraisal conclusion of value, and: 2.) the estimated value of any special benefits that may accrue from a sale, lease, or other agreement for use. 2. DESIGNATION OF CUSTODIAN OF LIST OF REAL PROPE Following adoption of this policy, the Clerk of the Council list of City real properties available for disposition and sub to the public. As properties are disposed of, or added.t6 will be provided timely updates by the City Agency'dispos to the portfolio. i- // 3. PROCESS TO DETERMINE REAL PRO Several City Agencies possess experti Disposition Policy establishes a Real Manager (or his or her designee), co Agency, Parks, Recreation.and Commu Works Agency. The function•of the RP. and interests for inclusion on the list Council. Recommendations from the R and deliberations -of -the RPDC wilFbe allow for public comment. /" '� `. S'AVAILABLE FOR DISPOSITION function as the official custodian of the to,`thi\policy and make the list available City's real property portfolio, the Clerk of the �eahproperty, or adding property PERTY INTERESTS POTENTIALLY AVAILABLE FOR DISPOSITION se related to valuation and disposition of real property. This Property Disposition Committee (RPDC) chaired by the City mpri,sed of representatives�of the Community Development nity Services Agency P.lanning and Building Agency, and Public DC is to review and -recommend City -owned real property assets of properties available for disposition held by the Clerk of the DPC will be submitted to the City Council for approval. Meetings noticed and conducted publicly. The agenda of the RPDC will Real properties may be made,,available for, disposition subject to the below described review criteria. As part of its charge, the RPDC will review the City's real property inventory to determine which properties are remnant, surplus,'unneeded, or marginally used and therefore potentially available for disposition. ~ A City owned property may,be.recommended for disposition by the RPDC if: • Disposition is required by the terms of the funding used to acquire the property. • The property is not currently used by a City department or does not support a municipal function. • The property is vacant and has no foreseeable use by the City. • The property is a non -performing or under -performing asset and greater value may be generated by its sale or lease. • Significant economic development opportunities may be generated by selling or leasing the property. • Disposition facilitates acquisition of real property required for a City project, or acquisition of other real property required for a City project. i] • In the opinion of the Executive Director of Parks, Recreation, and Community Services, the property does not provide significant park, recreation, or open space use opportunities, or if it does, no means of financing the development of the real property for park, recreation, or open space use is reasonably foreseeable. • Disposition has potential to support development of affordable housing, parks and open space, community benefit uses, or neighborhood beautification. Nothing in the foregoing shall preclude the ability of the City to dispose of or exchange real property acquired in connection with a specific project if the disposal or exchange facilitates acquisition of another real property or real property interest needed for the same, or a closely related project. Factors to be considered by the RPDC in determining whether a property should be recommended for disposition include: • Will the City be relieved of potential liabilities' and/or'cost of maintaining a property that does not generate income or provide public benefit? • Will new property tax be generated ;by the sale? • Will disposition stimulate the local economy by providing opportunities for private sector investment? > • Does the property have greaferpublic benefit potential if retained than if sold or leased? • Will sale of the property generate greater economic value than a ground lease, if a ground lease is a feasible option? ��'" • �- 4. CLASSIFICATION OF REAL PROPERTY INTERESTS FOR DISPOSITION ' In addition to reviewing and recommending City''ownedreal property for disposition, the RPDC will also include in its recommendation to the City CounciiI a classification of the property into one or more of the following categories'(A thru F): i A.) significant economic'de elopmeht,potential} an,example of -significant economic development potential would be a disposition that results in a development,providing new employment, municipal income or tax revenue(s). B.) significant housing development potential an example of significant housing development potential would be a disposition that results iria development`which helps the city meet its Regional Housing Needs Assessment (RHNA) targets. C.) significant public use potential, including for parks, recreation, or open space an example of,significant public use potential would be a disposition that results in development of usable, publicly accessible parks or open space. D.) significant community use/benefit potential an example of significant community use/benefit potential would be a disposition that results in development of a community garden, farmer's market, or other community uses benefitting residents. E.) significant neighborhood beautification potential an example of significant neighborhood beautification potential would be a disposition that allows a property to be landscaped, resulting in visual enhancement of the location and neighborhood. F.) assemblage potential with adjacent owner 3 60D-7 an example of assemblage potential with an adjacent owner would be a disposition that conveys an otherwise unusable remnant property for use by an adjacent owner and back on the property tax roll. 5. PROVISIONS RELATED TO DISPOSITIONS TO NON-PROFIT AND COMMUNITY ORGANIZATIONS AND ENTITIES The City values and supports the many community -based non-profit organizations, entities and neighborhood groups that work to make Santa Ana a better place. These groups represent potential City partners for community use, benefit, and beautification projects requiring real property. The purpose of the provisions described in this section is to identify those organizations, entities, and groups that may be interested in acquiring or otherwise ob'Eaining use of City real property for community use, benefit, and beautification projects. The City will create and maintain a list of interested organizations through a Solicitation of Interest (SO]) process. The purpose of the SO[ application process -is to determine the organizational capacity of applying community -based non-profit organizations eentities, ancl•groups to own, lease, maintain, manage and operate real property for the desired program, project, or.use. The list will be used to notify organizations, entities, and neighborhood groups of the availability o*f City real property approved for disposition that has been designated as having significant community,benefit/community use potential. The City recognizes that"the number of community organizations'Changes overtime so the SOI solicitation will be conducted as an "open recruitment" so that the list of organizations and entities may be continuously refreshed overtimeAn application form will be developed. Information requested may include, but is not limited to the following: • Property soughtJor;what purpose, and whether for p chase or lease • Name of organization • Type of organization\,, • Age of.organization _ • Organizational financial capacity • Experience with controlling and'managing red property • Description of how the o�ganization,will handle property management • Description.of how property will be operated and maintained (Operations and Maintenance Plan) �� f 6. REQUIREMENTS/PROCEDURES.FOR SALE OF REAL PROPERTY ASSETS AND INTERESTS • Conformance with Provisions of the Municipal Code: Sections 2-706, 2-706.1, 2-706.2, 2-707, 2-708, 2-709, and 2-710 of the Santa Ana, CA Code of Ordinances govern sale of real property by the City (copy attached). Notably, Section 2-706 provides for sale to the highest bidder unless another method of sale is authorized by the City Council by not less than a 2/3 vote (See Sec. 2-709). Provisions contained in this Real Estate Disposition Policy provide additional guidance in the disposition of real property assets, but in the case of conflict, the Municipal code and its provisions govern. 4 • Conformance with Provisions of Government Code Sections 54220 thru 54233: California Government Code Sections 54220 thru 54233 requires that a local agency proposing to dispose of surplus property must first notify all governmental agencies operating within the City as to the availability of the property. The agencies are given 60 days to respond with an intent to acquire, if not, the property may be deemed cleared for public sale. (note: Government Code Sections 54220 thru 54233 requirements do not apply to disposition of real property that has not been used by the City and acquired or held for purposes of exchange or sale as a remnant in connection with implementation of a City project). • Community Comment Required Prior to Issuance+of Solicitation: Prior to the City Council approving properties for inclusion `on %he list of properties available for disposition, or authorizing issuance of solicitations -,for disposition (e.g. Requests for Proposal, listing for sale or lease, etc.),Ihe"City shall conduct a noticed neighborhood meeting pursuant to Section 2-153,-subsections (b) thru (g) of the Santa Ana Municipal Code (relevant portions of Ordinance"NS-2838 "Sunshine Ordinance") in order to obtain neighborhood comment on the proposed disposition and future use(s) of the real property in question. • Special Requirements Related'to,Disposition of, Park Land: Real property designated as park land often have special restrictions related to the source of funds used for the original acquisition or site 'development. -,Such restrictions can arise from covenants restricting use to 'park purposes and the source of funds used to acquire the real property. • Appraisal and Authorization of sale by City Council: Upon approval by the City Council .that -a property may be.sold, "the City Manager is authorized to sell the property for a f price equal'to or greater than a.minimum'price established by a current (less than one (1) year old) appraisal. • 'Method of Sale: Properties may be sold by any method allowed by the Municipal Code and this Policy. This 'include s"direct negotiation, request for proposal, listing with a broker,, sealed bid, 'auction or other appropriate method as recommended by the City Manager and approved by the City Council. As appropriate, disposition agreements shall include reasonable "clawback" provisions that provide the City the ability to regain ownership of a property as one remedy for non-performance by purchaser or lessee under a disposition agreement or lease. • Marketing: Properties offered for sale shall receive the widest possible exposure to the market. This may be accomplished through direct marketing techniques, such as requests for proposals (RFPs), advertising, exposure through the real estate media, posting the property on the multiple listing service or any other appropriate method. • Use of Proceeds: For transactions where the City retains disposition proceeds, the City Manager may recommend use of proceeds; however, the City Council retains approval 5 Z�. 1 • discretion on use. Application of disposition proceeds toward "one time" expenditures, such as deferred maintenance in parks and community centers, and other possible one time uses, should be prioritized. Use of Real Estate Brokers: Real estate brokers may be used to represent the City in the sale of its properties. Brokers will be selected for individual assignments through Requests for Proposals (RFP) or Requests for Qualifications (RFQ) and a subsequent bid or other methods that result in the City receiving the services of a qualified broker at the best value to the City. If the property is listed with a broker, the City reserves the right to exclude from the listing agreement potential buyers whose interest in purchasing a property has been made a part of.the. ecord prior to the execution of the listing agreement. All brokerage arrangements shall conform to Section 2-707 of the Municipal Code. Easements: The City will receive currentfair market value for the removal of restrictive easements or access rights previoiisly.p'aid for by the City'or dthergovernmental agency or reserved in a sale of City property. Negotiated Sales: Negotiated sales are p�rmitte'd as provided in' the Municipal Code and this Disposition Policy, a*nd'may be approved under one of the following conditions: o When a parcel is landlackedr- o When the sale to a contiguous, owner would `correct a site deficiency. o Whe an fee interest in aNpipeline or ether righter f-way is no longer required, it may,.b sold,to a contiguous owner. A'rest?fictive pipeline easement of adequate width or other required easements will be reserved from said sale. -- -- art LEASING OF,CITY REAL There may be opj to the City. City apply: ities forthe rty shall be ernmental, public and quasi -public agencies submit acquisition ysale is authorized by a two-thirds (2/3) vote of the City Council iublic'heanng per. Municipal Code Section 2-709. to lease rather than sell its real propertythat results in a benefit sidered for leasing when one or more of the following criteria The property is not'required for current municipal use, but is to be held for possible future use and can be leased as anlnterrim measure. The City requires substantial control over development, use and reuse of the property. The property has the immediate potential of a high return to the City because of its high demand and type of use, such as commercial and industrial land. • The property can be efficiently utilized by a provider of services needed by the City. • The property can be leased to promote a substantial economic development opportunity. • The property can only be leased because of legal restraints. For example, property acquired with Land and Water Conservation funds or held as dedicated park land. Lessee Selection: Competitive offers for lease of City property shall be solicited in the open market. This may be accomplished through a number of marketing techniques, such as Request for Proposals 60D-10 (RFPs), a marketing subscription system, direct advertising, use of a Multiple Listing Service (MLS), listing with a broker, posting the property and any other appropriate means. In certain limited situations, the City may exclusively consider a single proposal for lease of City property. Potential lessees wishing to exclusively negotiate with the City must submit for City staff review a business case with sufficient justification as to how it is capable of optimizing the use of the property and return to the City, thereby negating the need for a competitive process. This information will be included when the lease transaction is presented for City Council approval. Leasehold proposals shall be evaluated in terms of: • the amount of consideration offered in the form of rent. • the financial feasibility of the proposal. f. • the capability, expertise and experience of the potential'lessee with respect to the proposed leasehold development and operation. �° • if new development is proposed, a development plan'that\includes a description of the development team and its qualifications. .% .� • the identity of each person or entity that will have an interest in the proposed lease. • special public benefits to be derived (if any)..\\ Rate of Return: The City shall obtain fair market rents W'i s leases commensurate with the highest and best use of the property. The fair `market Irent shall be based on an appraisal that complies with the definition of Market Rent found in the Uniform Stanclwds�f Professional Appraisal Practice (USPAP) published by the Appraisal Foundation. The•appraisal shall be, no more than six months old at the time the lease transaction is presented for City Council approval. If the cost of an appraisal is not justified by the anticipated -rents, the City may choose an alte nr ative method to establish rent. City leases shall contain terms and conditions which will s u'tain a fair rate of return throughout the duration ofthelease. I_ Rental Terrr sy Rental terms may be negotiated .on .the basis of fixed rates (flat rent leases) or percentages of the lessee's gross income derived from business conducted on the property, with a provision fora'minimum rental (percentagelleases). Flat Rate Leases: • Market Rate Adjustments: 'Flat rate leases shall provide for upward adjustment of rent at least every ten (10) years.to current fair market rent. In no event shall the adjusted rent be lower than the rent in existence immediately preceding the adjustment. • Consumer Price Index Adjustments: Flat rate leases shall provide for upward adjustment of rent in the interval term between market rate adjustments by changes in the consumer price index. In no event shall the adjusted rent be lower than the rent in existence immediately preceding the adjustment. The index used for consumer price index adjustments will be the All Urban Consumers index for Los Angeles - Riverside - Orange County, California with a base year of 1982-84. If the U.S. Department of Labor indices are no longer published, another substitute index generally recognized as authoritative will be used. Flat rate leases may include pre- determined periodic increases to rent instead of consumer price index adjustments. These periodic increases would occur at least every five (5) years. 7 60D-11 Percentage Leases: • Minimum Rent: The minimum rent component for a new percentage lease shall be set at no less than eighty percent (80%) of the fair market rent as defined above. In certain cases, a portion of the minimum rent may be abated for new construction or redevelopment on the leasehold. The minimum rent shall be adjusted upward throughout the duration of the lease at intervals of not more than everyfive (5) years to reflect no less than eighty percent (80%) of the average annual rent actually paid or accrued during the three (3) years preceding the adjustment. In no event shall the adjusted minimum rent be less than the minimum rent in existence immediately preceding the adjustment. • Percentage Rates: Percentage leases shall provide for adjustment of percentages rates every ten (10) years to current fair market rates. For the purposes of determining fair market rent percentage rates, the City shall adopt and publish a 'schedule of benchmark percentage rates that will be updated to current market rates on a periodic basis by appraisal. The appraisal will be guided by prevailing market percentage rates -for similar operations primarily within the Southern California area. Rent Arbitration: Leases shall provide for binding arbitration when the City and lessee cannot agree on the new rent for a rental period under review. The City and lesee shall each select a professional independent real estate appraiser who 'in -turn will select a third'/independent real,estate appraiser to determine the fair market rent. If the two�el"ected appraisers1fail to mutually select a third appraiser, then the third appraiser shall be determined in accordance witl'the rules of the American Arbitration Association. The City and lessee shall pay the=.cost of ifs own selected appraiser and equally share the cost of the third appraiser., Appraisal Assumptions':, City` leases shall include a definition of the fair market value to be used to set rent and identify the premisd`for that value. In establishing the fair market value of leased property, any appraisal shall -consider the propert as'a,fee simple absolute estate and as vacant and available for lease orsale-fortheuthorized purposes of the lease at the commencement of the rental period under review. Rates established for purposes of.periodic percentage rental adjustments shall not consider any abatement as maybe appropriate in a "new" development of vacant land. It shall also be assumed that all'required regulatory approvals to permit the use authorized in the lease have been obtained. Lease Term: I • Short -Term Lease: •Thetity Manager shall have the authority, without advertising, notice, or competitive bidding, and'upon such terms as he or she may deem proper, to lease any City property for a term of up to three (3) years (short-term lease). The City Council will be notified of a short-term lease not later than fifteen (15) days following its execution. A short-term lease may not be renewed without approval of the City Council. The City Manager may also execute rental agreements covering month -to -month tenant occupancy of City -owned residential housing. • Long -Term Lease _A lease in excess of three (3) years requires a resolution passed by a majority vote of all members of the City Council. The length of lease term shall be based on the level of capital improvements to be made by the lessee and the economic life expectancy of the development. These factors can be determined utilizing cost estimating and economic life A' 8 60D-12 expectancy resources such as tables provided by Marshall Valuation Service. The City may consider other relevant information in determining if a longer lease term is warranted, such as if the proposed leasehold development is expected to generate above average returns to the City or significantly improve the quality of the property. Lease Amendments: Amendments to long-term leases require City Council approval. The City's agreement to an amendment may be contingent upon updating sections of the lease to incorporate current City standard lease provisions and an adjustment to fair market rent. Subleases: A lessee may sublease all or part of the leased property to a qualified sub -lessee subject to approval by the City. No sublease shall be approved which would,be detrimental to the City's rights under the master lease or for a use that is not consistent with uses allowed by the master lease. The City Manager may authorize subleases which meet these/conditions and which do not require amendment of the master lease. Unless special circumstances exist,. leases shall provide for the City to receive a minimum of fifty percent (50%) of the incremental gross rental revenues due to the lessee from subleases. Leasehold Financing The City will not subordinate its fee interest to encumbrances placed against any leasehold by a lessee. The City Manager,may approve, appropriate financial encumbrances of the leasehold interest, which provide that`all,l ao n proceeds are used for authorized improvement of the property until the leasehold is fully developed in,accordance\with the lease. City staff shall take appropriate steps to review the proposed financing and insure that loan proceeds go into the leasehold. Maximum loan proceeds shall not be in excess of seventy-five percent (75%) loan -to -value, where "value" refers to the leaseholdimprovements; as determined by a lender's appraisal which has been reviewed and approved by City staff: The loan term shall not exceed the term of the lease. Loans or refinancing in the form of encumbrances against the lease for the purpose of reducing equity or financing the sale of leasehold.interestt will not be allowed until the property is fully developed for uses authorised in-the,lease. After the property is*veloped, such financing maybe permitted so long as there -is also substantial benefit to,be gained by the City. This may take the form of either a percentage share of the loan proceeds ot,an upward adjustment to the rent, either of which shall be based on commercially reasonable comparables found in the market. Leasehold Improvements: Leaseh'old improvements installed by lessees shall be removed at the lease termination without cost'to the City, or will revert to the City, at the City's option. All leasehold improvements and alterations require prior written approval of the City Manager. Maintenance and Utilities Responsibility; City leases shall require the lessee to maintain all improvements on the property at its own expense and be responsible for the cost of all utilities. Leases for multi -tenanted space shall include specific requirements delineating appropriate responsibilities. Lease Audits: All percentage leases shall be subject to audit in the first year of operation to establish proper reporting procedures and at least once every three (3) years thereafter. More frequent audits may be made if appropriate. The City shall reserve the right to audit all other leases and agreements subject to this Policy. 60D-13 Leasehold Assignments: Requests for assignment of leasehold interest shall be evaluated on the same basis as the criteria used in evaluating a leasehold proposal. The City Manager may authorize assignments which do not require amendment of the master lease. Consent may be contingent on the payment of additional consideration to the City, either as a percentage share of the purchase price of the leasehold interest or an upward adjustment to the rent. Either of which shall be based on commercially reasonable comparables found in the market. If new financing is involved in the sale, the requirements of'Leasehold Financing' shall apply. Lease Extensions & Renewals: Requests from existing lessees for lease extensions or renewals may be considered if such proposals promote capital investment and redevelopment of City property. Whenever an existing lessee is seeking renewal of an expiring long-term lease, the City Manager will bring the issue before the applicable City Council Committeelwith an appropriate recommendation. In addition to the criteria used to assess new lease proposals; City'staff•also will review the lessee's history with respect to: maintenance of the property; compliance with-, zisting lease terms; prompt rent payments; and a rental return consistent with maximizing the property's'full potential. The lessee must propose capital investment that: will increase the value or the useful life of the leasehold improvements by an amount more than can be reasonably amortized over the remaining lease term; is not recurring in nature; and is at least ten perceM,(10%)'or>more of the, value of the existing improvements. It specifically should: exclude expenditures toycorrect deferred,,maintenance and expenditures for repairs to keep the''existingJrnprove rrients in good condition. The length of any extended lease term shall be calculated`by�he-same method used for calculating the length of new leases. , City's Interest in Leasehold Improvements: City"lease agre'emerits provide the City the right to assume ownership of the leasehold improvements at the end of the lease The value of the City's interest in the leasehold improvements can be appraised using widely accepted appraisal methods. In the event the City grants.a lessee a lease extension -the City shall be compensated by an amount equal to the change in present value attributable to the deferral of its interest in the leasehold improvements. This amount e'ithercan be paid as'an upfront,paymerit at the beginning of the extended term or amortized over time with,appropriate interest applied. The City shall offset from the value of its interest in the leasehold improvements any increased economic benefit derived from an extended lease. The City shall not receive any compensation for its interest in the leasehold improvements on leases extended prior to the last twenty percent (20%) of the existing term. , I Security Deposits: The standard security deposit for a new lease agreement shall be equivalent to three (3) month's rent. The •security deposit may take the form of cash, an instrument of credit or a faithful performance bond. For a lessee making a substantial investment in improvements, the security deposit will be refunded upon completion of the improvements. Transaction Processing Fees: The City may charge a transaction processing fee in accordance with the schedule of adopted fees. The fee may be waived for transactions that provide benefit to the City. Nothing in this section shall preclude the City from negotiating terms or conditions that may vary from these requirements should that be necessary or required under the particular circumstances of the proposed lease transaction. 10 60D-14 Attachment A- Municipal Code on Sale of Real Property Sec. 2-706. - Sale of real property —Procedure. After authorization by the council of the sale of a parcel of real property, a sale shall be scheduled and conducted by the director of public works or by his designated deputy. All sales shall be made to the highest bidder subject to final confirmation by the council. Notice that such sale is to be conducted shall be given by publication at least once in a newspaper of general circulation printed, published, and circulated in the city and by sending written notice to all persons who had requested notice and to all persons suggested by department heads as prospective bidders, such notice to be published and mailed'at least ten (10) days prior to the date of sale. Sealed bids may be required or oral bids may be provided for. Sealed bids or written offers to purchase must be accompanied by a deposit of,.one (1)'percent of the amount of the minimum bid in the form of cash, or by cashier's or.:certified check. If oral bids are permitted, after any sealed bids are opened and any written,bias are announ`ced;,any person present may submit an oral bid provided that any bid maybe disregarded which does not exceed the highest bid theretofore made by at least one (1) percent,of•.such highest bid. The successful bidder must deliver immediately following the declaration',of sale, a written statement of his bid signed by the bidder, -together with ari initial deposit of ten (10) percent of the amount of his bid. The deposit may be in the form of a personal check provided such check is replaced before the close of business on the following business day by cash or by cashier's or certified check. Failure to deposit such\written statement'oebid or said ten (10) percent of the bid price in the mariner. -stated may be considered`a'withdrawal of the bid. If a personal check is not replaced'as required, 6-forfeit of one (1) percent of the sales price, as stated in the written statement of the bid, shall be required. -The purchase of the property may then be offered to the second hidhest bidder'of record. (Code 1952; § 2613 Ord?No. NS-128, § 1, 8-15.55;,Oi•d!No. NS-1265, § 1, 8-4-75) Sec. 2-706.1. -,'Same—Sale only to owne s of adjoining property. \ , Upon the written recommendation of the city manager, the council may determine that the property being offered for sale can have real value only to a certain owner or owners of adjoining property and could be used by other persons only for the purpose of nuisance value to such owners of adjoining or abutting property. After such determination has been made as next hereinabove provided for,.the council may by direct negotiation, provide for the sale of the real property covered thereby, without compliance with the auction, public sale, or method of payment requirements in this article provided for. (Ord. No. NS-1265, § 2, 8-4-75) 11 60D-15 Sec. 2-706.2. - Same —Method of payment. Sales of real property shall be on an all cash basis with the following exception: Upon written recommendation of the city manager and approval by the council, a parcel of surplus real property may be sold on such credit terms as are deemed to be necessary in each case. After the required down payment has been made, the balance of the purchase price shall be secured by a note and deed of trust. The credit payment period shall not exceed fifteen (15) years from the date of execution of the trust deed. Interest shall be at the prevailing rate in the community allowed by the Federal Housing Administration (FHA) as of the date of the public sale, but shall not include any FHA mortgage insurance premium. (Ord. No. NS-1265, § 2, 8-4-75) Sec. 2-707. - Same —Broker listing; maximum commission; nonliability of city agent. The city council, when it determines that anyyreal property owned by the city be disposed of, may authorize the director of public works fo execute a written listing contract to find bidders with a licensed real estate agent or broker, .anc -may specify that said'property be placed in multiple listing. Said listing contract shall specify the maximum commission to be paid if the property is sold, which said commission shall in no case"exceed six (6) percent of the sale price on property improved with a habitable building and shall in no case exceed ten (10) percent on unimproved property. No personal liability,sliall attach to any agent of the city who signs any such contract on behalf of the city. (Code 1952, § 2615; Ord: No.NS-256, § 1, 64'357; Ord. No. `NS-1082,-§ 1, 6-21-71; Ord. No. NS- 1265, § 11, 8-4-75) j Sec. 2-708. - Same —Payment of.cominission; division of commission. In the event an agent covered by the contract, as set out in section 2-707, procures a bidder who submits the highe`st,b'id,and to whom th6-sale is made and completed in due course, the commission provided in said contract shall be paid to said agent. In event an agent covered by the contract submits the highestt'writteh�bid�which conforms in all respects to the city's invitation to bid and the provisions of section 2-706, and an oral bid conforming to said requirements is made by a different bidder and'results in the sale being made and completed to said different oral bidder, then one-half,(%) of the commission originally fixed shall be paid to the listing agent who procured the original`highest written conforming bid. If the successful oral bidder was procured and is represented by a licensed real estate agent or broker and the sale is made and completed, then the other one-half (%2) of said commission shall be paid to such agent or broker. In cases where no listing contract exists and the successful bidder is represented by a licensed real estate broker, upon approval by the council, a full commission will be paid to such broker under the following conditions: (1) The buyer's written or oral bid must be submitted by the broker, (2) The broker must be designated as such in the buyer's purchase offer or in the written statement of his bid, and 12 60D-16 (3) The sale to the buyer must be consummated. (Code 1952, § 2616; Ord. No. NS-256, § 1, 6-3-57; Ord. No. NS-1265, § 5, 8-4-75) Sec. 2-709. - Exceptions. The provisions in this article regulating the sale of surplus city personal property or the sale of city real property shall not apply to any sale of such property made to any city, county, city and county, state or federal government, or any political subdivision of any of them, or to any nonprofit public benefit corporation formed or controlled by the city, or to any sale which is exempted from such provisions by two-thirds ( 2/3 ) vote of,ttiejcity council after a duly noticed public hearing, and such sales may be made upon a basis of direct negotiations without the necessity for public auction or competitive bidding, wheri the•authority to so negotiate has been granted by the city council. ✓ '' . (Code 1952, § 2614; Ord. No. NS-128, § 2, 8-15-55; Sec. 2-710. - Exchange of real property. Upon written recommendation of'the city of any parcel of city -owned real property wt needs for any other real property, whether p public need. Upon such authorization,%an. e without compliance with the-auctiio (Ord. No. NS-1265, § 6, 8-, 75) elf) or 13 Ord: No. NS-1006, §,27, 4-6-85) iage ;,the council may authorize the exchange has'been'declared to be surplus to the city's :ly or privately owned, for which the city has a Inge may`bWconcluded by direct negotiation e requirements in this article provided for. 60D-17 o. 1� REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: DENSITY BONUS AGREEMENT TO ALLOW A 418-UNIT AFFORDABLE SENIOR RENTAL COMMUNITY AT 2222 EAST FIRST STREET (STRATEGIC PLAN NOS. 3, 2; 5,3) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1ri Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Density Bonus Agreement with Affordable Housing Land Consultants, Inc., or assigns, for a 55-year term, subject to non - substantive changes approved by the City Manager and City Attorney for the development of a 418-unit affordable senior rental residential community at 2222 East First Street. PLANNING COMMISSION ACTION At its regular meeting on September 11, 2017, the Planning Commission recommended approval of the Density Bonus Agreement No. 2017-01 by City Council as conditioned to allow construction of a 418-unit affordable senior rental residential community at 2222 East First Street located in the Metro East Mixed Use Overlay District (OZ-1). Planning Commission approved the recommended action on September 11, 2017 by a vote of 5:2 (Contreras -Leo and Nguyen opposed). DISCUSSION The California Density Bonus Law allows developers to seek increases in allowed zoning density by providing additional affordable housing units on -site. To make development of on -site affordable housing units feasible, the law allows developers to request incentives or waivers, which are essentially variances from development standards. The first version of the Density Bonus Law was adopted in 1979 and has been amended from time to time. In early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to justify a density bonus and places the burden on local granting authorities to prove that the requested incentives/waivers are not financially warranted. The California Density Bonus Law applies to projects proposing five or more residential units and grants density bonuses to those projects meeting certain requirements for affordability levels and types of housing (family, veterans, etc.). Pursuant to State law and the City's Housing 60E-1 Density Bonus Agreement for 2222 East First Street May 1, 2018 Page 2 Opportunity Ordinance, rental units in such developments that are designated "affordable" must remain so for at least 55 years. For affordable senior housing projects, a developer may seek a density bonus up to 20 percent from base density. In addition, the City's Housing Opportunity Ordinance (HOO), last updated in 2015, augments the California Density Bonus Law by allowing a developer to seek an additional 35 percent density bonus calculated from base density (SAMC Sect. 41-1904.1). A summary of the proposed project's density calculation is provided below: Project Density Calculation Density or Bonus Allowed for Project Provided 285 units (3.17 acres x 90 units/acre base density used Base Density as a standard for 285 units developments in areas designated DC by the General Plan Land Use element 20-Percent Density Bonus for Senior Projects Provided by 285 x 20% = 57 units + 57 units California Density Bonus Law 35-Percent Density Bonus Provided by the City's Housing 285 x 35% = 100 units + 76 units Opportunity Ordinance Total Units 442 units maximum 418 units proposed Based on the above calculations, the proposed project complies with both the California Density Bonus Law and the City's Housing Opportunity Ordinance. As such, a Density Bonus Agreement has been prepared (Exhibit 1). Under California Density Bonus Law, a developer may seek incentives or waivers (sometimes called concessions) to increase the viability of the proposed project. The Planning Commission Staff Report from September 11, 2017 provides detailed information regarding the requested incentives/concessions (Exhibit 2). Project Description The project includes demolition of an existing motel and restaurant and construction of an affordable rental senior housing community. The project will contain one structure consisting of a ground -level parking area and five levels of residential above. A total of 418 affordable rental senior units will be provided on the project site, as well as one (1) on -site manager's unit. Units will include studios (91), one -bedroom (262), and two -bedroom (65) units ranging in size from 402 to 899 square feet. All units will contain full kitchens, full bathrooms, storage, and open/common (living) areas. The project will contain 213 guest and resident parking spaces in an at -grade parking area beneath the residential levels. The parking ratio conforms to the provisions in AB 744, which allows affordable rental senior housing projects near major bus lines to provide 0.5 parking spaces per residential unit. Full sized site plans are available for public viewing in the Clerk of the Council Office. 60E-2 Density Bonus Agreement for 2222 East First Street May 1, 2018 Page 3 On September 28, 2017, AMG and Associates submitted a request to the City for a project subsidy equal to 70% of the City's annual affordable housing in -lieu fees collected from developers under the Housing Opportunity Ordinance, up to a maximum of $1.75 million per year for40 years (Exhibit 3). AMG proposes to use the requested annual payment for debt service on their affordable housing projects located at 2110, 2114 and 2222 E. 15t Street. The request was not approved by the City. In addition, on March 14, 2018, AMG submitted a 4% low-income housing tax credit application to the California Tax Credit Allocation Committee (TCAC). AMG stated on Tab 2a of their application to TCAC: "The City of Santa Ana will provide an Inclusionary Housing Funds loan in the amount of $5,000,000 with an interest rate of 1%, a term of 55-years and payments based on residual receipts" (Exhibit 4). On April 5, 2018 as part of the City's responsibility to submit a Local Reviewing Agency Project Evaluation Form, the City communicated to TCAC that the developer's "statement that the City of Santa Ana will provide $5,000,000 is incorrect" (Exhibit 5). The City of Santa Ana has not made any commitment in any form to provide $5,000,000 for the development of this project. At this time, the City has made no decisions on whether it will provide financial support for the projects. The approval of the density bonus agreement is in compliance with Section 41-1600 and Section 41-1904.1, et seq., of the Santa Ana Municipal Code, and Section 65915, et seq., of the California Government Code. However, the approval of the density bonus agreement shall not be construed as approval of the financing requested by the developer for the project and does not bind the city in any form to provide future funding for the development of the project. 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), Objective # 5 (leverage private investment that results in tax base expansion and job creation citywide) 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. ��� 3", Judsorf Brown Acting Executive Director Community Development Agency Candida Neal Executive Director Planning and Building Agency Exhibits: 1. Density Bonus Agreement 2. Planning Commission Staff Report from September 11, 2017 3. Request for Financing from AMG, September 28, 2017 4. Pages from Tab 2a of the 4% Tax Credit Application 5. Cover Letter Sent to TCAC for the Project Evaluation Form 60E-3 60E-4 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Free Recording pursuant to Government Code 27383 DENSITY BONUS AGREEMENT THIS AGREEMENT, made and entered into this _ day of , 2018, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Affordable Housing Land Consultants, LLC., a limited liability company ("Developer"). RECITALS: A. Developer is the owner of certain property ("Property") located within the City of Santa Ana, County of Orange, State of California, commonly known as 2222 East First Street, Santa Ana, California, and legally described as set forth in "Exhibit A", attached hereto and incorporated herein by this reference as if set forth in full, and desires to develop an affordable senior housing rental project thereon ("Project"). B. Section 41-1600, et seq., of the Santa Ana Municipal Code and section 65915, et seq., of the California Government Code set forth a process to provide increased residential densities to property owners who guarantee that a portion of their residential development will be available to low income, very low-income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable shelter for all economic segments of the community and to provide a balance of housing opportunities for very low-income, low income and senior households throughout the city. C. Additionally, Santa Ana Municipal Code section 41-1904.1 provides inclusionary housing development incentives for production of units on -site, including a density bonus concession up to a maximum of 35%. D. Developer is proposing to develop the Project with 418 affordable senior apartment units on the Property as more particularly set forth in Density Bonus Application No. 2017-01 and Site Plan Review No. 2017-08. Without the density bonuses, Developer would only be permitted to build 285 units. E. In light of the purpose of the City and State density bonus law, and the express provisions of California Government Code section 65915(n), as well as Santa Ana Municipal Exhibit J -1- 60E-5 Code section 41-1904.1, the City has determined to grant Developer's application for density bonuses and related concessions and waivers. F. The Project has been granted waivers and concessions of City development standards including (i) reduction of publicly accessible open space from required 15% of total lot area to 3.6%, (ii) reduction in building setback requirements, and (iii) increased driveway width from 24 feet to 25-28 feet. G. City desires to increase the number of affordable rental units and the degree to which they are affordable in the City of Santa Ana. H. In order to promote this goal, City will provide a density bonus to Developer pursuant to the provisions of Sections 65915 through 65918 of the Government Code of the State of California, as well as an additional density bonus pursuant to Santa Ana Municipal Code section 41-1904.1. I. As a condition of approval of the Project with the density bonuses by City, Developer will provide and maintain all of the dwelling units in said Project offering Affordable Rents ("Affordable Rental Units"). WHEREFORE, for and in consideration of the mutual promises, covenants and conditions contained herein, the Parties hereto do hereby agree as follows: I. DEFINITIONS The following words and phrases shall mean and be defined and used for the purposes of this Density Bonus Agreement as follows: A. "Affordable Rent" means the monthly rents which do not exceed the maximum amount applicable to Extremely Low, Very Low and Low Income households, as promulgated by the U.S. Department of Housing and Urban Development (HUD), or by the California Tax Credit Allocation Committee, as applicable. B. "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very low or lower income tenants. Said Affordable Rent Schedule shall be established at the time of the issuance of the.occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California PMSA as published by the United States Department of Housing and Urban Development ("HUD"), adjusted for family size as follows: -2- 60E-6 Residential Units Assumed No. of Persons in Household for Affordable Rent Calculation Studio 1 One Bedroom 2 Two Bedroom 3 C. "Affordable Tenant Rental Period" means with respect to the Project, the period commencing on the date of issuance of the occupancy permit and ending at the expiration of thirty (30) years. D. "Completion of the Project" shall mean the date on which the certificate of occupancy is issued by City for occupancy in the Project. E. "Density bonus" means the number of dwelling units approved by City for development on the Property which exceeds the number specified in Recital D of this Agreement. F. "Development" means construction or rehabilitation or a combination thereof. G. "Income Certification" means an income certification for very low or lower income tenants in a form set forth in `Exhibit B," attached hereto and incorporated herein by this reference as if set forth in full. H. "Lower -Income Tenant" means persons and families whose income does not exceed eighty percent (80%) of the median income for the area, as computed by the method described in the income certificate and for whom an income certification has been obtained or prepared in accordance with the provisions of this Agreement. For purposes of satisfying the lower -income tenant occupancy requirement set forth above, a unit occupied by a person or family who at the commencement of occupancy qualified as a lower -income tenant shall be treated as occupied by a lower -income tenant throughout their tenancy of such unit. Moreover, a unit occupied by a lower -income tenant shall be deemed, upon the termination of such lower -income tenant's occupancy, to be continuously occupied by a lower -income tenant until reoccupied, other than for a temporary period, at which time the character of the unit shall be redetermined. In no event shall such temporary period exceed thirty-one (31) days. The very low and lower income units will be intermingled with all other dwelling units in the Project and shall be of a quality and offer a range of sizes and number of bedrooms comparable to those units which are available to other tenants. Tenants in the very low and lower income units shall have equal access and enjoyment to all common facilities of the Project. I. "Very Low Income Tenant" means persons and families whose income does not exceed fifty (50%) of the median income for the area, as computed by the method described in -3- 60E-7 the income certificate and for whom an income certification has been obtained or prepared in accordance with the provisions of this Agreement. II. CONDITIONS TO AGREEMENT A. This Agreement is conditional upon City approval of development plans for the Project which provide for Four Hundred Nineteen (419) total dwelling units in the Project (includes one (1) manager unit) and upon completion of the Project in accordance with such approved plans by Developer. Nothing in this Agreement obligates City to grant such approval or Developer to develop the Project. B. The density bonuses and waivers provided by this Agreement are conditional upon Developer and any successor -in -interest of Developer in the Property being subject to the covenants set forth in this Agreement as running with the Property. If Developer conveys the Property prior to recordation of this Agreement in the official Records of Orange County, no building permit or certificate of occupancy for the Project which would allow for development or occupancy of more dwelling units than specified in Recital D of the Agreement shall be issued, unless the successor -in -interest of Developer of the Property executes a document suitable for recordation in the Official Records of Orange County binding such successor -in -interest to the terms and conditions of this Agreement. AFFORDABLE RENTAL UNIT COVENANT A. Developer covenants that no less than four (42) dwelling units in the Project, or at least 10% of the units in the Project shall at all times during the Tenant Rental Period be rented to, or held vacant and available for immediate occupancy by very low income tenants, as defined in California Health & Safety Code section 50105, at a rent that does not exceed 30 percent of 50 percent of the area median income, as adjusted for household size, including an allowance for utilities. B. Developer covenants that no less than Three Hundred Seventy -Six (376) dwelling units in the Project, or at least 20% of the units in the Project shall at all times during Tenant Rental Period be rented to, or held vacant and available for immediate occupancy by lower income households, as defined in California Health & Safety Code section 50079.5, at a rent that does not exceed 30 percent of 60 percent of the area median income, as adjusted for household size, including an allowance for utilities. C. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking at least one of the following steps as a part of the verification process: (1) obtain a pay stub for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) conduct a TRW or similar credit check, (4) obtain an income verification form from the applicant's current -4- 60E-8 employer, (5) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (6) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. D. Upon written request by Developer, City agrees to determine promptly the Initial Rental Schedule based upon the terms of this Agreement and advise Developer of the Initial Rental Schedule within thirty (30) days of the issuance of the occupancy permit. E. Once established, the Initial Rental Schedule shall be adjusted periodically thereafter by an amount equal to the Annual Adjustment Factor ("AAF") published by HUD as applicable to the Santa Ana, California area for existing rental housing programs pursuant to Section 8 of the United States Housing Act of 1937, as amended, or, in the event the Section 8 Program or the AAF published therefore by HUD is terminated or discontinued, the Initial Rental Schedule shall be adjusted periodically by such other annual adjustment factor approved by the Santa Ana Housing Authority based upon annual adjustment factors for any comparable or successor public assisted housing program. F. Developer agrees to accept as tenants on the same basis as all other prospective tenants, very low, low or moderate income tenants who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937 or its successor, and shall not apply selective criteria to Section 8 certificate holders that are more burdensome than the criteria applied to all other prospective tenants. G. With regard to the Affordable Rental Units and to the extent permitted by law, Developer agrees to give priority and offer a right of first refiisal to the Santa Ana Housing Authority in the processing of applications for very low, low or moderate income tenants to persons who are referred by the Santa Ana Housing Authority. In the event the Santa Ana Housing Authority cannot provide qualified tenants to Developer within seven (7) days following written notification to the Santa Ana Housing Authority by Developer of a vacancy or pending vacancy in the Project to be filled by low or moderate income tenants so as to meet the requirements of this Agreement, then such vacant unit or pending vacant unit may be rented by Developer to any other low or moderate income tenants in accordance with the requirements otherwise provided herein for such tenants. For purposes of this paragraph, written notification may be made by email, facsimile or another means acceptable to the Santa Ana Housing Authority. H. The affordable units in the Project shall be comparable in bedroom mix and amenities to any market -rate units in the Project and shall be dispersed throughout the Project. There shall be, at all times during the term of this Density Bonus Agreement, Ninety -One (91) studio apartments; Two Hundred Sixty Two (262) one bedroom units; and Sixty -Five (65) two bedroom units, available as affordable units. I. Developer agrees that all of the units will be available to senior citizens or qualifying residents as defined under California Civil Code section 51.3. -5- 60E-9 IV. MISCELLANEOUS A. The provisions of this Agreement shall constitute covenants, conditions, and restrictions which shall run with the land, and shall inure to the benefit of and be binding upon the Developer, its successors and assigns in interest as successive owners of the Project, as provided herein. Any sale, transfer, or lease of the Project shall be deemed to be made and accepted upon and subject to the covenants, conditions and restrictions and provisions hereof whether or not referred to in the instrument of sale, transfer or lease. B. Developer is, and shall be deemed to be, an independent contractor and not an employee of City and shall not become an agent of City. C. Any notices, requests or approvals given under this Agreement from one party to another may be personally delivered or deposited with the United States Postal Service for mailing, postage prepaid, registered or certified mail, return receipt requested, to the address of the other party as stated in this paragraph, and shall be deemed given at the time of personal delivery or at the time of deposit for mailing. Either party may change its address for notice by giving written notice thereof to the other party as provided above. If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (1\4-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Affordable Housing Land Consultants, Inc. 16633 Ventura Blvd., Suite 1014 Encino, CA 91436 D. In the event legal action is brought to enforce any provisions hereof, the prevailing party shall be entitled to reasonable attorney's fees, together with other legally allowed costs. E. Upon issuance of building permits for the Project, this Agreement shall be recorded in the official records of Orange County, California. City and Developer agree to execute and deliver for recordation such additional documents or instruments as the other may -6- 60E-10 reasonably request to further confirm or acknowledge the provisions hereof, including the expiration of the very low or lower income tenant rental period. F. This Agreement may be amended, modified, or changed by the parties hereto, City and Developer, provided that said amendment, modification, or change is in writing and approved by both parties. G. This Agreement has been entered into, is to be performed entirely within, and shall be governed by and construed in accordance with the laws of the State of California. H. Each party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. I. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested. J. Except as set forth expressly herein, the Developer shall carry out the design and construction of the Project in conformity with all applicable laws, including all applicable state labor standards, the City zoning and development standards, building, plumbing, mechanical and electrical codes, and all other provisions of the City of Santa Ana Municipal Code, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act. 42 U.S.C. section 12101, et seq., Government Code section 4450, etseq. K, During the time of Developer's ownership of the Property, the Developer shall maintain the Property and all improvements thereon, including all landscaping, in compliance with the terms of all applicable provisions of the City of Santa Ana Municipal Code, L. In performing its obligations under this Agreement, Developer 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 related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations -7- 60E-11 M. Developer shall be in default hereunder if it shall fail to observe or perform any covenants, conditions, restriction, or provision contained herein on its part to be observed or performed which continues after notice to Developer and failure to cure as provided herein. If any such default shall have occurred, then and in such event, City shall be entitled in addition to all other remedies provided by law or in equity: 1. To compel specific performance by Developer of its obligations under this Agreement, it being recognized that the beneficiaries of Developer's obligations hereunder cannot be adequately compensated for by monetary damages in the event of Developer's default. 2. In the event the actual rent collected by Developer for any unit required under this Agreement to be rented to very low or lower income tenants is in excess of the maximum affordable rent allowed for such unit in violation of the requirements of Paragraph III of this Agreement, the amount by which any actual rent collected for such unit exceeds the maximum affordable rent for such unit shall be deemed damages payable to City by Developer. Such damages shall be in addition to any other remedy at law or in equity to City. N. Developer agrees to and shall indemnify and hold harmless City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from or relating to (i) Developer's obligations of actions undertaken pursuant to this Agreement; ( ii) a claim, demand or other cause of action that any person has or asserts against Developer; iii) any act or omission of Developer or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the Affordable Units or the Project; or ( iv) the Developer's initial sale of the Affordable Units or Project, except to the extent such matters are caused by the negligence or willful misconduct of City or its officers, employees, agents, consultants, special counsel or representatives. 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 paragraph or by reason of the terms of, or effects, arising from this Agreement. The Developer further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs to the extent there is no conflict of interest, Developer should be allowed to use the legal counsel which is also representing Developer 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. Developer's obligations under this paragraph shall survive the termination of this Agreement. --Remainder of page intentionally left blank; signature page follows-- -8- 60E-12 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho RECOMMENDED FOR APPROVAL: Robert M. Zur Schmiede Interim Executive Director Community Development Agency CITY OF SANTA ANA Raul Godinez If City Manager -9- 60E-13 DEVELOPER: AFFORDABLE HOUSING LAND CONSULTANTS, INC. By: Title: Chief Executive Officer A. Legal Description B. Income Certification EXHIBITS -10- 60E-14 EXHIBIT "A" All that certain real property situated in the County of Orange, State of California, described as follows PARCELI: THE EAST HALF OF THE NORTH HALF OF LOT "E" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT "E", DISTANT THEREOF NORTH 0° 17' 30" WEST, 288.75 FEET FROM THE SOUTHEAST CORNER OF SAID NORTH HALF OF LOT "E", SAID EAST LINE ALSO BEING THE WESTERLY LINE OF TUSTIN AVENUE, 66.00 FEET WIDE; THENCE SOUTH 890 28' 10" WEST, 170.98 FEET, PARALLEL WITH THE NORTH LINE THEREOF; THENCE NORTH 00 09' 00" WEST, 330.50 FEET TO SAID NORTH LINE; THENCE NORTH 890 28' 10" EAST, 170.17 FEET ALONG SAID NORTH LINE TO THE NORTHEAST CORNER THEREOF; THENCE SOUTH 00 17' 30" EAST, 330.50 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION THEREOF, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID NORTH HALF; THENCE NORTH 890 33' 25" WEST, 73.40 FEET ALONG THE SOUTH LINE OF SAID NORTH HALF TO A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 4125.00 FEET FROM WHICH POINT TO A TANGENT BEARS NORTH 90 53' 34" EAST; THENCE NORTH 294.78 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 4° 05' 40" TO A LINE PARALLEL WITH THE NORTH LINE OF SAID LOT, WHICH PASSES THROUGH A POINT ON THE EAST LINE OF SAID LOT, NORTH 00 33' 32" EAST, 288.75 FEET FROM SAID POINT OF BEGINNING; THENCE SOUTH 890 22' 45" EAST, 15.24 FEET ALONG SAID PARALLEL LINE TO THE EAST LINE OF SAID LOT; THENCE SOUTH 00 33' 32" WEST, 288.75 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THAT PORTION DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTH HALF OF LOT E; THENCE WESTERLY ALONG THE SOUTH LINE OF SAID NORTH HALF OF LOT E NORTH 890 34' 01" WEST 73.40 FEET TO A POINT ON A CURVE CONCAVED EASTERLY HAVING A RADIUS OF 4125.00 FEET, THE CENTER OF WHICH BEARS SOUTH 800 07' 25" EAST; THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 020 46' 12" AN ARC LENGTH OF 199.43 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 010 19' 28" AN ARC LENGTH OF 95.34 FEET; THENCE NORTH 890 23' 21" WEST 6.43 FEET TO A POINT ON THE ARC OF A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 10039.00 FEET THE CENTER OF WHICH BEARS SOUTH 800 14' 36" EAST; THENCE SOUTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 000 32' 14" AN ARC LENGTH OF 94.13 FEET TO THE POINT OF BEGINNING. THAT EAST 6.00 FEET OF THE WEST HALF OF THE NORTH HALF OF LOT "E" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA. Assessor's Parcel Number: 402-181-11 60E-15 EXHIBIT B INCOME COMPUTATION AND CERTIFICATION NOTE TO APARTMENT OWNER: This form is designed to assist you in computing Annual Income in accordance with the method set forth in the Department of Housing and Urban Project ("HUD") Regulations (24 CFR 813). You should make certain that this form is ate all times up to date with the HUD Regulations. Re: Santa Ana, California I/We, the undersigned state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the above apartment project. Listed below are the names of all persons who intend to reside in the unit 1. 2. 3. 4. Name of Members Relationship of the to Head of Social Security Household Household Age Number HEAD SPOUSE Income Computation 5. Place of Employment 6. The total anticipated income, calculated in accordance with the provisions of this Certification, of all persons over the age of 18 years listed above for the 12-month period beginning the date that I/we plan to move into a unit is $ Included in the total anticipated income listed above are: (a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depreciation of capital assets), (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts, including any lump sum payment for the delayed start of a periodic payment; B-1 60E-16 (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay; (f) the maximum amount of public assistance available to the above persons other than the amount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability. Excluded from such anticipated income are: (a) casual, sporadic or irregular gifts; (b) amounts which are specifically for or in reimbursement of medical expenses; (c) lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmen's compensation), capital gains and settlement for personal or property losses; (d) amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships or payments to veterans not used for the above purposes are to be included in income; (e) special pay to a household member who is away from home and exposed to hostile fire; (f) relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (g) foster child care payments; (h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977; (i) payments to volunteers under the Domestic Volunteer Service Act of 1973; 0) payments received under the Alaska Native Claims Settlement Act; (k) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (1) payments or allowances made under the Department of Health and Human Services' Low - Income Home Energy Assistance Program; B- 2 60E-17 (m) payments received from the Job Training Partnership Act; (n) income derived from the disposition of funds of the Grand River Band of Ottawa Indians; (o) the first $2,000.00 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims; and (p) at the discretion of Housing Authority of the City of Santa Ana all other income exclusions recognized by the HUD Section 8 Certificate and Voucher Programs. 7. Do the persons whose income or contributions are included in item 6 above: (a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land)? No Yes (b) have they disposed of any assets (other than at a foreclosure or Credit Bankruptcy sale) during the last two years at less than fair market value? No Yes (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,000? No Yes (d) If the answer to (c) above is yes, state: (1) the amount of income expected to be derived from such assets in the 12-month period beginning on the date of initial occupancy in the unit that you propose to rent (2) the amount of such income, if any, that was included in item 6 above: 8. (a) Are all of the individuals who propose to reside in the unit full-time students*? No Yes *A full-time student is an individual enrolled as a full-time student during each of 5 calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. B- 3 60E-18 (b) If the answer to 8(a) is yes, is at least 1 of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? No Yes 9. Neither myself nor any other occupant of the unit I/we propose to rent is the owner of the rental housing project in which the unit is located (hereinafter the "Owner"), has any family relationship to the Owner; or owns directly or indirectly any interest in the Owner. For purposes of this paragraph, indirect ownership by an individual shall mean ownership by a family member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trustee held by the individual or a family member; and ownership, direct or indirect by a partner of the individual. 10. This certificate is made with the knowledge that it will be relied upon by the Borrower to determine maximum income for eligibility to occupy the unit, and I/we declare that all information set forth herein is true, correct and complete and based upon information I/we deem reliable and that the statement of total anticipated income contained in paragraph 6 is reasonable and based upon such investigation as the undersigned deemed necessary. 11. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year. 12. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the unit and will entitle the Owner to prevent or terminate my/ our occupancy of the unit by institution of an action for ejection or other appropriate proceedings. I/we declare under penalty of perjury that the foregoing is true and correct. Executed this day of in the City of . California. Applicant Applicant [Signature of all persons over the age of 18 years listed in number 2 above required] B- 4 60E-19 FOR COMPLETION BY APARTMENT OWNER ONLY: 1. calculation of eligible income: a. Enter amount entered for entire household in 6 above: $ b. (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($ ); (2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($ ), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance (3) Enter at right the greater of the amount calculated under (1) or (2) above: $ C. TOTAL ELIGIBLE INCOME Line 1.a plus line 1.b(3)): $ 2. The amount entered in 1.c: Qualifies the applicant(s) as a Low Income Tenant(s). Does not qualify the applicant(s) as a Low Income Tenant(s). 3. Number of apartment unit assigned: Bedroom Size: Rent: $ 4. This apartment unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apartment unit qualified them as Low Income Tenants. 5. Method used to verify applicant(s) income: Employer income verification. Copies of tax returns. Other ( ) Manager 60E-20 INCOME VERIFICATION (for employed persons) The undersigned employee has applied for a rental unit located in a project financed under the Housing Authority of the City of Santa Ana Multifamily Housing Revenue Bond Program for persons of low income. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages Overtime Bonuses Commissions Total current income I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant you permission to disclose my income to in order that they may determine my income eligibility for rental of an apartment located in their project which has been financed under the Housing Authority of the City of Santa Ana Multifamily Revenue Bonds. Signature Please sent to: B- 6 60E-21 Date INCOME VERIFICATION (for self-employed persons) I hereby attache copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. Signature RZO Date 60E-22 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: SEPTEMBER 11, 2017 TITLE: PUBLIC HEARING — SITE PLAN REVIEW NO.2017-08 AND DENSITY BONUS AGREEMENT NO.2017-01 TO ALLOW CONSTRUCTION OF AN AFFORDABLE RENTAL SENIOR RESIDENTIAL COMMUNITY WITHIN THE METRO EAST MIXED USE OVERLAY DISTRICT AT 2222 EAST FIRST STREET (STRATEGIC PLAN NOS, 3, 2; 5,3) Prepared by Ali Pezeshkpour, Acting Executive Direfor RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Acting Planni ,.- eager 1. Adopt a resolution approving Site Plan Review No. 2017-08 as conditioned. 2. Adopt a resolution approving Density Bonus Agreement No. 2017-01 as conditioned. Executive Summary Charles Addington with Architects Orange, representing Affordable Housing Land Consultants, Inc. ("AMG & Associates"), is requesting approval of a site plan review (SPR) and a density bonus agreement (DBA) to allow the construction of an affordable 419-unit rental senior residential community. As proposed, the project requires approval of several waivers from the Metro East Mixed Use (MEMU) overlay district's development standards and/or development concessions through the density bonus agreement. Staff is recommending approval of the applicant's request due to the project's satisfaction of meeting the intent of the MEMU overlay district to promote a pedestrian - oriented environment with a mix of land uses and because the project will provide additional affordable rental housing stock to an underserved segment of the region's population. Table 1: Protect and Location Information Item I Information Project Address 1 2222 East First Street Nearest Intersection I First Street and Tustin Avenue General Plan Designation I District Center (DC) Arterial Commercial (C-5) with the Metro East Mixed Use overlay district OZ-1 , Active Urban district Zoning Designation Surrounding Land Uses I Commercial _ North Commercial (East) MultipieEF mily Residential South Rehabilitation Facilit West __.__ _ Exhibit 2 601E123 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 2 Item Information Property Size 3.17 acres Existing Site Development The site contains an existing motel and restaurant. Use Permissions Mixed -use projects permitted by the OZ-1 designation; deviations/concessions will address proposed deficiencies Zoning Code Sections Affected Uses I OZ-1, Section No, 4 Develo menl Standards OZ-1, Section Nos. 4 through 7 Project Description The project includes demolition of an existing motel and restaurant and construction of an affordable rental senior housing community. The project will contain one structure consisting of a ground -level parking area and five levels of residential above. A total of 418 affordable rental senior units will be provided on the project site, as well as one on -site manager's unit. Moreover; a total 213 guest and resident. parking spaces will be provided In an at -grade parking area beneath the residential levels. Units will include studios (92), one -bedroom (277), and two -bedroom (49) units ranging in size from 402 to 797 square feet. All units will contain full kitchens, bedrooms, full bathrooms, storage, and open/common (living) areas. Open space will be provided through publIca lly-accessible plazas, private courtyards, or amenity areas. A public plaza with open seating will front First Street and will also contain an alcove programmable with community or commercial activities, such as kiosks or temporary events. The project's leasing office will also front First Street, enhancing its commercial presence. Five courtyards with distinct themes and amenities will be located throughout the interior of the site. Interior common rooms such as recreation areas, fitness centers, and laundry rooms will provide additional amenities to residents and visitors. A common open space "view room" on the top (sixth) level will face southeast toward the interchange between the Costa Mesa (SR-55)/Santa Ana (1-5) freeways. The project will feature a contemporary architectural style common of many multiple -family or mixed -use residential communities under,construction in Santa Ana and the region. Ceramic tile, fiber cement board and siding, smooth stucco finishes, and metal railings will contribute to this theme. These solid materials will ensure that the project ages well for the duration of the building's lifetime. Finally, a large public art piece will be featured on the east elevation of the building at the First Street frontage; this piece will welcome those entering Santa Ana from the east. Background The Metro East Mixed Use overlay district was adopted in 2007 as a result of interest in developing mixed -use residential and commercial projects in its project area. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial 66E224 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 3 projects, including mixed -use residential communities, live/work units, hotels, and offices. Since its adoption, one mixed -use project at 1901 East First Street has been constructed and is occupied. Another, located at 200 North Cabrillo Park Drive, is currently entitled but is undergoing review for proposed revisions. The California Density Bonus law allows developers to seek increases in base density for providing on site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives or waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times; In early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/waivers are not financially warranted. Recent court interpretations of the law have granted unlimited numbers of waivers to projects that meet or exceed the maximum 35-percent density bonus of base density. Analysis of the Issues Section 8 of the MEMU regulating plan, Implementation, requires the Planning Commission to review an application for development subject to the provisions of the overlay district. Upon review, the Planning Commission may take the following actions: 1. Approve the development plan, 2. Approve the development plan with conditions, or 3. Deny the development plan. Should the Planning Commission approve the Site Plan Review application, it must make four findings of fact relating to furthering the goals of the MEMU overlay district, consistency with the regulating plan; compatibility with the surrounding community, and planning a compatible and harmonious project. In addition, Section 41- 1607 requires an application for a density bonus agreement containing "deviations" (incentiveslwaivers) to be approved by the Planning Commission. The following subsections analyze the applicant's request for both the Site Plan Review and the Density Bonus Agreement applications. Site Plan Review The applicant is requesting site plan approval for a proposed residential community that requires approval of incentives or waivers from the development standards contained with the MEMU overlay district regulating plan. These standards are outlined in Table 2: Conformance to Development Standards. Table 2: Conformance to Development Standards Standard Required b 1 the. MEMU Provided Stories Minimum 3, no maximum g Minimum Site Area 1 acre _..� 3.17 acres Permitted Frontage Forecourt, shopfront, gallery, or arcade _ Shopront, with plaza on First Street as permitted by MEMU 601E325 SPR No. 2017-081DBA No. 2017-01 September 11, 2017 Page 4 Standard Required by.the.MEMU Provided, Publicly Accessible Open Space 15 percent of total lot area 3.0 percent — Requires inceniive/waiver Private/Common Open Space 100 square feel per unit 112 square feet per unit Building Setbacks 0.20'feet (front), 0-10 feet (side), 100 20 (front),,28-41 (side), 33 (rear) — feet rear Requires lncenifve/Walver Parking 2 spaces per unit overall — every unit :0.51, spaces per,unit (permitted by must be allocated at least 1. space AB 744 Courtyard height-to-vridth'ratios 2 to.1 (enclosed on four sides), 3 to 1 Complies; various ratios in excess of o en on one or more sides 2 to 1 and.3 to 1 2rovided Driveway width 24 feet maximum 25.28 feet.— Requires Incenfive/Waiver Building Massing A variety of massing, volume, and Complies; the building features a step -backs are required to increase step -back along. First Street and building articulation breaks in volume to reduce massing As noted in Table 2i the project conforms to the MEMU height/stodes, minimum site area, courtyard design, and buildin incentivestwaivers through the Density Bonus Agreement appli. required public open space areas, building setback requiremen Analysis of the Issues breaks down the project by issue or topic. regulating plan's requirements for g massing but requires approval of cation to allow deviations from the ts, and driveway widths. Table 3: Table 3: Analysis of the Issues Issue::orTo to Question Analysis, Consistency with and Will the' proposed project The proposed project will contain 419 residential units furthering the contribute to creating a (including one manager's unit) without a commercial objectives of the mixed -use, walkable component_ However, It has been designed to feature a large MEMU overlay environment for residents, public plaza at Its frontage on First Street, an alcove for district daytime employees, and temporary activities or kiosks, and a large public art piece. visitors, 'and does it provide Constructing 419 units in the project -area will add to the high,quality architecture and residential 'population in the area, stimulating demand for street activation, stimulate community -serving commercial uses such as restaurants, private investment, and retail stores, dry cleaning services, and other similar uses: implement the General Plan? Finally, the project meets several General Plan goals and policies, including the Land Use. Element's Goal 2 (to encourage diversity of quality housing, affordability levels, and living experiences), Goal 4 (to provide adequate rental and ownership housing and supportive services), and the Housing Element's policies HE-2.3 and 2.4 (to encourage construction of rental housing, facilitate diverse types .of hniminn nrir.es, and sizin SPR No. 2017-08/DBA No..2017-01 September 11, 2017 Page 5 Issue•.or To is Question Analysis Consistency with the Does the project meet the Although the project complies with many 'development MEMU development MEMU regulating plan's standards enumerated in the MEMU regulating plan, it does standards development standards, or not meet the requirements for publicly -accessible open does it require approval of space, building setbacks, and driveway widths. These deviations? standards require approval of incentives/waivers through the Density Bonus. Agreement.' application. Moreover, although slated as a guWeline,in the regulating plan, the unit sizes are well below the 1,200-square-foot average unit size objective.. The applicant has considered this guideline and proposes;lo compensate through a greater average.,pdvstelcommon open space area of 112 square feet per unit instead of the 100- square-fdot minimum.. In addition, .the proposed parking rate of 015 spaces,per unit is well below the required 2,0 spaces. per unit; however, the applicant is exercising his ability under' AB 744 to provide 0.5 spaces per unit due to the,project site's proximity to two.bus stops with frequent, service. These.siops, are on lines that connect the project site to points west (central Santa Ana, Garden Grove, and Westminster), north (Tustin, Orange, and Placentia), and east (central Tustin). Compatibility with Will the project be well- The proposed development consists of a single six -level adjacent Integrated into the existing project surrounded by single -story structures to the east and development in terms MEMU area and surrounding west. A two-story multiple -family residential community abuts of similarity in scale, development patterns, the site to the 'south, and a single -story commercial height, and site including those in the city of development is to the north across First Street. Although the configuration Tustin? MEMU anticipates developments of this scale. or larger In the "Active Urban" land use district, this development would be the first of its size in its Immediate vicinity. Several design features have been incorporated into the project to break up its massing and to lessen its impacts on adjacent properties. These include breaking up the building's west elevation through courtyards, setting back the building from the east, south, and west through a minimum 20-foot wide fire lane, and the planting of rapidly -growing eucalyptus trees with minimum 20-foot brown trunk height throughout, Finally, the proposal to construct a single structure instead of several is. the result of the site's odd shape. Development on the site is further complicated and constrained because the neighboring parcel, although underutilized, is located in the jurisdiction of the City of Tustin. Compatible and _ Does the project, as The proposed project is intended to be a low -impart use: No harmonious land proposed, contribute negative impacts from noise, air quality, aesthetics, or traffic use(s), site design, positively to tile area in which are expected except for temporary impacts arising during and operational it is located? construction of the project. The site's design is intended to standards activate its frontage on First Street by providing flexible community areas that can be, programmed with activities or temporary uses; and the landscape palette has been carefully selected to minimize the site's impact on the surrounding low-rise land uses: 60t527 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 6 Reduction of onsite Will the reduction in required parking proposed on -site parking, as permitted through AB 744 by AB 744, affect the success of the project or impact the surrounding community? Density Bonus Agreement AB 744 allows senior affordable residential projects whose residents are aged 62 or older to provide a parking rate of 0.5 spaces per residential unit. Staff has analyzed the proposed project, which exercises its right under AB 744, and finds.that there is potential that the project and neighborhood may be Impacted by the reduced parking. The City has Identified the MEMU area for high -intensity, mixed use development in order to reduce demands for parking and traffic Impacts. However, the Mr:MU area is still In transition, and portions including the project site have yet to redevelop and produce the pedestrian -scale environment envisioned by the document. To mitigate these Impacts, staff has added a condition or approval requiring the developer to enter into an agreement with a property within 500 feet of the project site to provide additional guest andlor resident parking during off- peak times. The California Density Bonus Law applies to projects proposing five or more residential units and grants density bonuses to those meeting certain requirements for affordabillty levels and types of housing (family, veterans, etc.). Rental units in such developments that are designated "affordable" must remain so for at least 55 years. For affordable senior housing projects, a developer may seek a density bonus up to 20 percent from base density. The City's Housing Opportunity Ordinance (HOO), last updated in 2015, augments the density bonus concept by allowing a developer to seek an additional 35 percent density bonus calculated from base density (SAMC Sec. 41-1904.1). A summary of the proposed project's density calculation is provided in Table 4: Project Density Calculation. Table 4: Proiect Density Calculation 1 "ensity_gt'Bonus Allowed for Project Provided Base Density 1285 units (3.17 acres x 90 unitslacre 285 units base density used as a standard for developments in areas designated DC by the General Plan Land Use _ element) 20-Percent Bonus for Senior Projects +57 units 285 x 0,20 +57 units 35-Percent Bonus Provided by the +10D units (285 x 0.35) +77 units HOO Total Units __ 442 units maximum 419 units proposed —11j Under the state's Density Bonus Law, a developer may seek Incentives or waivers (sometimes called concessions) to increase the viability of the proposed project. Revisions to the Density Bonus Law, as recent as January 2017, allow developers to seek an unlimited number of waivers from development standards insofar as such waivers are not detrimental to public health or safety, do not negatively SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 7 impact historic resources, or have no feasible mitigation. Further, cities cannot require preparation of additional reports or studies not required by State law to "justify" a developer's request for waivers or incentives. Table 5: Requested IncentiveslConcessions analyzes the applicant's request for deviations from the development standards contained in the MEMU regulating plan. Table 5: Requested IncentiveslConcessions Standard ' Question Anal /sis. Publicly Accessible Would requiring the 15 The MEMU regulating plan requires that publicly -accessible Open Space percent of total lot area open space be provided along main street -facing facades. mandated by the MEMU Because the project has such a limited frontage on First render the project Infeasible? Street, meeting this requirement would result in the building being pushed back significantly from First Street and would render almost the first 113 of the depth'unusable for building area, resulting in a significant loss of units and parking area. Pushing the building back would also reduce the contribution to creating a more urban, walkable environment. The applicant intends to compensate for this reduction by providing a greater average square footage of rivatefcommon o ens ace per unit on the project site. Building Setbacks Would requiring the MEMU's For a project of this size and construction type, OCFA side and rear setback requires 360-degree circulation on the project site with standards render the project minimum 20-foot fire lanes. The addition of landscaping and infeasible? walkways around the project perimeter results in the project not being able to meet the maximum 10-foot side yard requirement. Further, for a project of this height, the MEMU requires a 100-foot rear yard setback. Implementing this standard would result in the building being set back an additional 67 feet from the rear lot line, resulting In a significant loss of units and parking area. Driveway width Could the project be If the project were designed with narrower driveways, the redesigned with narrower driveways would not conform to minimum standards driveways to meet MEMU established for fire ingress/egress by OCFA and for trash requirements? truck ingresslegress established by the Public Works Agency and Waste Management, the current waste collector contracted by the 'City. In reviewing the applicant's request, staff has found that the project may impact the surrounding community; however, conditions of approval are intended to mitigate these impacts. Staff has also reviewed the requested incentives/concessions and found that two of the incentives/concesslons, publicly -accessible open space and building setbacks, would not be required if the project did not propose its.double-density unit total. The first incentive/concession, a reduction of publicly -accessible open space, would not be required if the project were constructed with only the 20-percent State or the 35-percent local density bonus provisions. A reduction in the overall unit total would allow additional areas on the project site in which 601E729 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 8 additional publicly -accessible open space could be constructed. The second Incentive/concession, a reduction in building setbacks, would be partially negated if the project did not take advantage of the double -density. The project could meet the required 100-foot rear -yard setback if fewer units were proposed. The side -yard setback would continue to be an issue as the required fire lane would force the project to exceed the maximum setback allowed for side yards. Despite these concerns, recent revisions to the State Density Bonus Law require local jurisdictions to grant any incentives/concessions requested by the applicant in order to facilitate construction of the project while maximizing the requested density bonuses. Finally, staff analyzed additional considerations as required by the Density Bonus Law. There are no historic resources in the immediate vicinity that would be impacted by the proposed development. The project's design and operations, with the requested incentives/waivers, will not be detrimental to public health or safety as the project was reviewed by the City's Development Review Committee, which consists of representatives from Planning, Building Safety, Public Works, Housing, the City Attorney's Office, and the Orange County Fire Authority (OCFA). Should the Density Bonus Agreement application be approved, the agreement will be authorized by the City Council after the Planning Commission considers the application for the project as a whole, including the Site Plan Review application. Additional Considerations While reductions in required on -site parking for projects subject to the Density Bonus Law were traditionally considered an incentive or waiver, AB 744, enacted in late 2015, allows affordable residential projects located within a half -mile distance of major transit lines or major transit stops to provide as little as 0.5 parking spaces per unit. AMG & Associates is exercising this option for the proposed project as two bus lines with frequent service intervals are located in close proximity to the project site. In May 2017, the City received initial conceptual plans from the Orange County Transportation Authority (OCTA) and the California Department of Transportation (Caltrans) indicating that the two agencies are studying proposed improvements to the SR-5511-5 interchange that could impact the project site. One improvement under study, an entrance ramp to 1-5 south from First Street, would cut through the project site and would render the project impossible to build as proposed. The ramp is in the early stages of review. no environmental analysis has been conducted and no funds have been allocated for its construction. SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 9 Table 6: CEQA. Strategic Plan Alianment and Public Notification r;< Community Outreach CEQA Strategic Plan Alignment, and Public Notification & Community Outreach CEQA CEQA Type Class 32 Categorical Exemption/Sec. 1533 — In -Fill Development Projects Reason(s) The Class 32 exemption applies to projects characterized as infill development meeting Exempt or Analysis the following conditions: 1. The project is consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulation; 2. The proposed development occurs within city limits on a project site of no more than five acres substantially surrounded by urban uses; 3. The project site has no value as habitat for endangered, rare or threatened species; I. Approval of the project would not result in any significant effects relating to traffic, noise, air quality, or water quality; and 5. The site can be adequately served by all required utilities and public services. As outlined in this staff report, the project is consistent with the City's General Plan and the MEMU regulating plan. Further, it is consistent with the density bonus provisions outlined in the City's Housing Opportunity Ordinance. The project site is located within city limits and is less than five acres In size. It is already in an urbanized setting surrounded by urban uses, and the project has not been identified as habitat for endangered, rare or threatened species. The project site and type of development proposed are already addressed in the previously approved environmental impact report (EIR) for (lie h1EMU overlay district (EIR No. 2006-01). However, a Class 32 exemption is required for the project because the original EIR did not require a greenhouse gas study. The applicant submitted a greenhouse gas study to indicate that the project will not negatively impact greenhouse gas reduction goals. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community adjacent to a freeway. The HRA recommends that the project incorporate certain window design features on freeway - facing elevations for all units adjacent to the SR-55 freeway, and that the project install air filtrations stems throughout _ Strategic Plan Alignment Goal(s) and Policy(s) _ Approval of this item supports the City's efforts to meet Goat No. 3 (Economic Development) Objective No. 2 of creating new opportunities for businesstjob growth and encourage private development through new General Plan and Zoning Ordinance policies. The item also supports Goal 5 (Community Health, Livability, Engagement & Sustalnability) Objective No. 3 to facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods_ T Public Notification & Community Outreach Required Measures A public noticed was posted on the project site on September 1, 2017. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on September 1, 2017. Newspaper posting was published in the Orange County Reporter on September 1.. 17. The applicant held a Sunshine Ordinance community meeting on May 25. 2016 at the Saint Jeanne de Lestonnac School. Two members of the public attended: a schoolteacher from the facility and a representative from the City of Tustin. Both voiced their support for f the project. No additional communications regarding the meeting were received after. The Lyon Street Neighborhood Association was contacted by phone to identify any areas Additional Measures of concern. At the time this report was printed, no issues of concern were raised regarding this application. 60t931 SPR No. 2017-08/DBA No. 2017-01 September 11, 2017 Page 10 Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving Site Plan Review No. 2017-08 and Density Bonus Agreement No. 2017-01 as conditioned. Ali Pezeshkpou , AICP Senior Planner AP:jm S)flannina Cammission12OWWRIUS DBA17.1 AKIG Asses 2n.2 E firtPO Exhibits 1. Resolution 2. Vicinity Zoning and Aerial Map 3. Site Photo 4. Site Plan 5. Unit Floor Plans 6. Building Elevations 7. Building Perspectives 8. Landscape Plans 9. Air Quality and Greenhouse Gas Technical Report 10. Health Risk Assessment 66042 ti - - CONSULTING GROUP LAND USE • COMMUNITY PLANNING - REPRESENTATION September 28, 2017 Robert Cortez, Deputy City Manager City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Dear Mr. Cortez: I write on behalf of AMG and Associates. As you know, last fall, AMG submitted a proposed amendment to Santa Ana's Housing Opportunity Ordinance (HOO). (Exhibit A, attached, is draft language for the amendment submitted by AMG.) As currently in effect, the H00 establishes certain requirements for the production of affordable housing units. Generally, the HOO indicates that applicants subject to the H00 may satisfy its requirements by: one, constructing a certain number of affordable units; two, paying a fee in lieu of constructing the units (in lieu fees); or three, a combination of the two. The amendment, as proposed by AMG, would provide another option. Under the amendment, applicants who produce affordable units in excess of the number required by the H00 would receive credits for the excess units. In turn, other developers could purchase these credits and utilize them to satisfy the provisions of the H00. Over the course of the last year, AMG representatives have participated in numerous conversations with staff regarding the proposed amendment. In addition, representatives attended a stakeholders meeting convened by the City, and briefed various Councilmembers on the proposed amendment. During this period, the City commissioned Keyser Marston Associates to conduct an analysis of the amendment. While we continue to believe the proposed amendment has merit and is an efficient and economical way to help meet the City's goal of producing affordable housing, we have been encouraged to consider alternatives which do not entail amending the H00. It is in this spirit that we offer the following alternative for the City's consideration. As you are aware, AMG has applied for certain planning approvals to develop approximately 1,100 affordable housing units for families and seniors at 2214 and 2222 East First Street. The project, with development costs of $350 million, is being financed through equity, investor financing and 4% tax credits. In addition, a bridge loan of $50.2 million is being provided by institutional investors who focus on the production of affordable housing. The bridge loan is essential to the viability of the project, and Exhibit3 60E-33 its absence means we will not be able to move forward with the project. It is this loan that we hoped to retire through the sale of housing credits. If housing credits are not available, we are seeking the City's assistance to pay the annual debt service associated with the bridge loan. As noted in the pro formas presented to the City, the debt service on the bridge loan is about $2.6 million per year. As a result, we request that the City provide, on an annual basis, a portion of the in lieu fees collected from developers to help retire this debt. We are mindful that providing $2.6 million per year may leave the City with limited funds to support other affordable housing endeavors. Therefore, we request that the City earmark 70% of total in lieu fees, to a maximum of $1.75 million per year for 40 years, to AMG to'be used to pay the aforementioned debt service. In exchange for this assistance, AMG will income -restrict the units for a period of 55 years. By participating in this manner, the City will realize the development of over 1,000 affordable units to address the needs of lower income families and seniors. Although a bridge loan of $50 million is substantial, when viewed on a per unit basis of approximately $50,000, it is substantially less than the level of assistance provided by the City to other projects. Indeed we estimate this level of assistance is about one-fourth to one-third the level of assistance granted other projects. In the course of various discussions, AMG was asked to respond to the suggestion that there may be other ways to improve project economics, such as reducing the project size, or creating a mixed used project of market rate and income -restricted units. While AMG has explored these options, it is not able to reduce the number of units, as a reduction of units adversely affects the overall financial viability of the project. In addition, because of the complex financing associated with this project, including the 4% tax credits, it is not possible to introduce market rate units or significant non-residential uses, without jeopardizing project financing and the resultant affordable units. In addition to possible project revisions, AMG was also to comment on whether a reduction or waiver of impact fees would be helpful. The short answer is yes. Based on the project as currently proposed, we estimate the project will incur the following fees (expressed in millions): Park: $ 7.2 Traffic/Tra nsportatio n: 6.8 Sewer: 4.7 Capital: 4.5 School: 2.2 Fire: 1.3 Total $ 26.7 Not included in the above figures is the cost of processing the application through the planning process. Actual and projected costs for the entitlement process are expected to equal about $175,000. To the extent the City is able to reduce or waive any of the above fees, it certainly impacts project economics in a favorable way. 60E-34 In summary, AMG is seeking the City's assistance to bring forward over 1,000 units of affordable housing for families and seniors. As outlined in this letter, we suggest there are least three ways to do so: 1. Modify the HOO to allow for creation of housing credits; 2.On annual basis, direct up to $1.75 million of in lieu fees to this project; 3. Waive or reduce some or all of the project impact fees. We stand ready to work with you to select the best method or combination of methods to make this project a reality. Sincerely, Jesus Armas C: Alexis Gevorgian 60E-35 Exhibit A Proposed Amendment to Santa Ana Housing Opportunity Ordinance Sec. 41-1904 (d) Inclusionary Housing Credits A developer who provides more affordable housing units than required under this article may credit the additional number of affordable housing units against future projects. Credits may be transferred or sold to any other person or entity subject to compliance with following conditions: 1. The square footage of the excess inclusionary units shall equal 110% of the required inclusionary units. In the event the square footage calculation yields less than 110%, the difference shall be satisfied through the payment of an in -lieu fee, consistent with Section 41- 1904 (c). 2. A written agreement with the holder of the rights of the excess inclusionary units consenting to the transfer of the credits. 3. Any credits must be applied to another development project within Santa Ana city boundaries. For purposes of this section, "applied" shall mean that the credits are committed for use at a development project and included in a developer's proposed inclusionary housing plan. 4. Inclusionary units receiving monetary subsidies through the city shall not receive credits unless the city has been reimbursed for its financial assistance. 60E-36 VILLA COURT SENIOR APARTMENTS DESCRIPTION OF FINANCING Villa Court Senior Apartments will be financed utilizing 4% Low -Income Federal Housing Tax Credits awarded by the California Tax Credit Allocation Committee and tax-exempt bonds awarded by the California Debt Limit Allocation Committee. The project will use a private -placement structure with no permanent credit enhancement or rating attached to the tax-exempt bonds. The $120,000,000 ($85,000,000 Series A and $35,000,000 Series B) bond issuance will only consist of tax-exempt debt. Proceeds will be funded on a draw -down basis as and when project costs are incurred. The primary security for the bonds will be the proposed project. Other sources of construction financing include low-income housing tax credit equity in the amount of $10,731,162. Additionally, the developer will be deferring the entire $13,500,000 developer fee, and the project partnership will defer $2,219,232 in costs (including the operating reserve). Upon lease -up of the entire project, the remainder of the low-income housing tax credit equity in the total amount of $53,600,394 will be available to 1) pay down the $85,000,000 Series A tax-exempt bonds to $45,000,000; 2) pay down the deferred developer fee to $7,850,000; and 3) fund deferred costs in the amount of $2,219,232. Concurrent with the stabilization of the project, the remaining $45,000,000 in Series A bonds will convert to a long-term permanent source with an interest rate of 5.250%, a 35- year amortization and a 30-year term. Similarly, the $35,000,000 in Series B Bonds will convert to permanent phase with an interest rate of 5% and a 45-year term, with payments based on a 75%share of proiect cash flow. The,Citvo6 SantaYAna(wililsprovide,an; The bonds will be issued around June 13, 2018 pending satisfaction of the closing conditions identified in the commitment letter from Citibank, N.A. The tax credit equity provider will have standard closing conditions, as well as mandate specific guaranties related to tax credit delivery, adjustments and recapture. Exhibit'y- 60E-37 Financing Plan for Villa Court Senior Apartments - Santa Ana, CA Construction Financing Construction financing will be provided by the following sources, organized by lien priority: Source Type Amount Interest Rate Term (Months) Payment Terms Citibank, N.A.- T.E. Bonds (Series A) Construction Loan $ 85,000,000 4.00% 30 Interest Only Bonneville Aff. Hsg. Capital, LLC-T.E.Bonds (Series 9) Construction Loan $ 35,000,000 8.00% 30 Interest Only Pacific West Communities, Inc. Def. Developer Fee $ 13,500,000 0.00% 30 No Pmts. Santa Ana Senior Associates, a California L.P. Deferred Costs $ 2,219,232 N/A N/A N/A City Real Estate Advisors Tax Credit Equity $ 10,731,162 N/A N/A N/A Total 1 1 $ 146,450,394 All of the funds identified above, with the exception of the tax credit equity, are committed at this time. Permanent Financing Permanent financing will be provided by the following sources, organized by lien priority: Source Type Amount Interest Rate Am/Term Years Payment Terms Citibank, N.A.-T.E.Bonds (Series A) Permanent Loan $ 45,000,000 5.25% 35/30 Conventional Bonneville Aff. Hsg. Capital, LLC -T.E. Bonds (Series B) Permanent Loan $ 35,000,000 5.00% 45/45 Res. Receipts City of Santa Ana- Inclusionary Housing Funds Inclusionary Hsg. Funds $ 5,000,000 1.00% 55/55 Res. Receipts Pacific West Communities, Inc. Def. Developer Fee $ 7,850,000 0.00% 13/13 Res. Receipts City Real Estate Advisors Tax Credit Equity $ 53,600,394 N/A N/A N/A Total 1 $ 146,450,394 All of the funds identified above, with the exception of the tax credit equity and the City Inclusionary, Housing Funds, are committed at this time. Soecial or Unusual Financing Features There are no special or unusual features that pertain to the financing discussed above. 60E-38 MAYOR Miguel A. Pulido MAYOR PRO TEM Michele Martinez COUNCILMEMBERS P. David Benavides Vicente Sarmiento Jose Solodo Sal Tinajero Juan Villages April 5, 2018 CITY OF SANTA ANA 20 Civic Center Plaza • P.O. Box 1988 Santa Ana, California 92702 714-647-6900 w .santa-ana.oro California Tax Credit Allocation Committee Attn: Janice Corbin 915 Capitol Mall Sacramento, CA 95814 SUBJECT: CA-18-XXXX / Villa Court Senior Apartments To Whom It May Concern: CITY MANAGER Raul Godinez II CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Made D. Huizar The City of Santa Ana is pleased to submit its Local Reviewing Agency Project Evaluation Form for the above -referenced application for Low -Income Housing Tax Credits. As requested, we conducted a site visit and have included a number of photographs with the completed evaluation (see enclosure). The applicant incorrectly stated on Tab 2a of their application: "The City of Santa Ana will provide an Inclusionary Housing Funds loan in the amount of $5,000,000 with an interest rate of 1%, a term of 55-years and payments based on residual receipts." The City of Santa Ana has not made any commitment in any form to provide $5,000,000 for the development of this project. The statement that the City of Santa Ana will provide $5,000,000 is incorrect (see enclosure). The payment for our evaluation of this project may be sent to the following address: City of Santa Ana Attn: Judson Brown 20 Civic Center Plaza, M-26 Santa Ana, CA 92701 If you have any questions regarding this evaluation, I can be reached by telephone at (714) 667- 2241 or by e-mail at jbrown(cr�,santa-ana.org. Sincerely, Judson Brown Housing Division Manager Community Development Agency Migual A. Purdo Michele Martinez Vicente Samuento Mayor Mayor Pro Ten Ward2 Ward mpulido0santa-ana om mlm rflnezlarssnta-ens em mnnientonsantaans Exhibit SANTA ANA CITY COUNCIL Jose Selene P. Dowd Benavides Juan Villages Sal Tineielo Ward 3 Ward 4 Wald 5 Ward 6 dbenayldes0santaana.om Ivgleoasdasantaana one sdnaieronsente-ane.one 60E-40 REQUEST FOR COUNCIL ACTION 19311C991611I1114il0 MAY 1, 2018 TITLE: PUBLIC HEARING — APPROVE THE FISCAL YEAR 2018 - 2019 ANNUAL ACTION PLAN FOR THE COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM, HOME INVESTMENT PARTNERSHIPS PROGRAM, AND EMERGENCY SOLUTIONS GRANTS PROGRAM; AND AUTHORIZE SUBMISSION TO HOUSING AND URBAN DEVELOPMENT (STRATEGIC PLAN NO. 5, 1) CWY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1't Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Approve the Fiscal Year 2018 - 2019 Annual Action Plan. Authorize the submission of the Fiscal Year 2018 - 2019 Annual Action Plan to the United States Department of Housing and Urban Development. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION At a Special Meeting on April 11, 2018, the Community Redevelopment and Housing Commission (CRHC) recommended that the City Council approve the Fiscal Year 2018 - 2019 Annual Action Plan and authorize submission of the Fiscal Year 2018 — 2019 Annual Action Plan to the United States Department of Housing and Urban Development by a vote of 5:0 (Ramos absent). DISCUSSION Each year, the City of Santa Ana receives funding from various formula grant allocation programs administered by the United States Department of Housing and Urban Development (HUD). These federal grant funds provide valuable services to the community for affordable and supportive housing, community development, public services, and economic development. The programs include the Community Development Block Grant Program (CDBG), HOME Investment Partnerships Grant Program (HOME), and Emergency Solutions Grants Program (ESG). Every five years, the City must submit to HUD its Five -Year Consolidated Plan, a five-year comprehensive planning document and application for all of these programs. It describes our 75A-1 FY 2018 - 2019 Annual Action Plan May 1, 2018 Page 2 strategies to meet the needs of the community and identifies resources and programs that can be used to address them. In May of 2015, the Five -Year Consolidated Plan for the period of July 1, 2015 to June 30, 2020 was submitted to HUD. As part of this planning process, the City is required to submit an Annual Action Plan to achieve the goals in the Five -Year Consolidated Plan. This document establishes a one-year investment plan that outlines the intended use of resources in the forthcoming fiscal year. The proposed Annual Action Plan covers Fiscal Year (FY) 2018 — 2019 and seeks to allocate funding in neighborhoods where programs and resources will have the maximum impact. During FY 2018 - 2019, the City anticipates receiving the following estimates of formula grant allocations: Program Allocation CDBG $5,284,239 HOME $1,207,942 ESG $475,909 The federal regulations for HUD require that the draft Annual Action Plan be made available for a 30-day public review and comment period. On March 26, 2018, a public notice was published in the Orange County Register that the draft Annual Action Plan was available for review beginning March 28, 2018, and that a public hearing would be held on April 11, 2018. It was also noticed in La Opinion in Spanish and Nguoi Viet in Vietnamese. The 30-day public comment period concluded on April 28, 2018. In accordance with the federal regulations, all neighboring jurisdictions were also informed that the draft Annual Action Plan was available for review. All comments received, including all funding recommendations made by the City Council on May 1, 2018, will be included in the final document, which is due to HUD no later than May 15, 2018. Should the FY 2018 - 2019 formula grant awards not be provided to the City by HUD before May 15, 2018, the submission of this document may be postponed. In addition, the Annual Action Plan will be updated to reflect actual grant awards once they become available. 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. Juds n Brown Acting Executive Director Community Development Agency Exhibit: 1. FY 2018-2019 Annual Action Plan 75A-2 CITY OF SANTA ANA JULY 19 2018 - JUNE 30, 2019 75A-3 EXHIBIT 1 City of Santa Ana 2018-2019 Table of Contents AP-05 Executive Summary Page 1 PR-05 Lead & Responsible Agencies Page 5 AP-10 Consultation Page 6 AP-12 Participation Page 10 AP-15 Expected Resources Page 11 AP-20 Annual Goals and Objectives Page 15 AP-35 Projects Introduction Page 19 AP-38 Projects Summary Page 21 AP-50 Geographic Distribution Page 30 AP-55 Affordable Housing Page 32 AP-60 Public Housing Page 34 AP-65 Homeless and Other Special Needs Activities Page 35 AP-75 Barriers to Affordable Housing Page 38 AP-85 Other Actions Page40 AP-90 Program Specific Requirements Page 44 Attachments Pages 45 - 63 75A-4 EXHIBIT 1 Executive Summary AP-05 Executive Summary - 24 CFR 91.200(c), 91.220(b) 1. Introduction The Annual Plan outlines housing, community and economic develo".11ent needs, priorities, strategies, and projects that will be undertaken by the City of Santa Ana wit) l.$321 funds that the City receives from y rrs^ the U.S. Department of Housing and Urban Development (rytjbjkt%',5'�n entitlementjurisdiction, the City receives an annual share of federal Community Developm�'t�ty8lockt;Yd°h (CDBG,) Emergency Solutions a (ESG) and HOME Program funds. In order to receive thQ5" entitlements{�tE City must submit a ��kst�;�` vls°aC Consolidated Plan every five years to HUD and a ,A nuaI Action Plan everyy 5 , The funds are intended to provide low- to moderate -Income households Wits affordable housing, a healtTty and safe living environment, and expanded economic opportunitiesE glble actky)y(s include cot�tn'tbnity facilities and improvements, housing rehabilitation afigiggeservatlon, ddveI �1gnt activities, publir>i; ervices, economic development, planning, and p't%(Nrraadministratlarlef 2. Summarize the This could be a restatd' another location. It ffl, assessment, the housir The Cit with of for our and a high qualffft W life The Strategic Plah"pi address community" a series of City goals • Community Safety 'cF' • Youth, Education, Recreation or a tdt lb�llsteW6ffdWWo Ir „in the plan or a reference to Y� el�l�iv any esseit'... .. terns from the housing and homeless needs ysis or the sDtategic plan. lilM clPOer efficient public services in partnership i! i Q L9 P P P a j Vosperous economic environment, opportunities and programs that focus on Santa Ana's mission statement, I also HUD's statutory goals. Related to this mission statement are • Economic Development • City Financial Stability • Community Health, Livability, Engagement and Sustainability • Community Facilities and Infrastructure • Team Santa Ana Annual Action Plan 2018 1 OMB Contra) No; 2506-0117 (e P. 06/30/2018) 75A-5 EXHIBIT 1 The City has various needs. The principal needs are:1) affordable housing through production, rehabilitation/repair, and financial assistance; 2) public improvements to improve neighborhoods; 3) housing for persons with special needs; 4) assistance for individuals experiencing homelessness, including housing, services and homelessness prevention; 5) community and public services especially for youth, the elderly, homeless, and persons with disabilities; 6) economic development and anti- poverty programs focused primarily upon job training and career preparation; 7) public facility and infrastructure improvements centered upon accessibility improvements; and 8) code enforcement. The strategies described herein establish Santa Ana's priorities for a$91sting low -to moderate -income families and neighborhoods with funds made available through th'ICoisolidated Plan. The affordable housing and development needs of a community significantl;pji7ivnllgh the resources available to address those needs. Therefore, it is necessary to prioritiz4te usd'of available funds to the highest and best use to meet the most pressing needs for affordable Housing, in Is experiencing homelessness, persons with special needs, and ov(((e8lommunity developi' fst The priorities were selected based on a review and of the informations dT arized in the ,9 �;dyi.t�b i h1m Consolidated Plan/Annual Plan, following the communitf.113 p1.atibIn process, con ulitya,tions, the needs assessment, and housing market analys`IsfSrrategles are desjgnee� to meet the highest priority needs a a$ of that are based on past performance an bes'�p�btices of comlmi)litles with similar programs. Only projects that clearly demonstrate the capa"i� tto se i e?ane of the' I reties below will receive funding through the Consolidated PloJtf nnual Plan. i� Pl, 1i 1 }ys P }i `fib %}�� tijs a �'� 3' -1 C9111' lix The majority of CDBG RtWtles are se)"cted based;on�efIglbdsty andlriieed. All organizations requesting CDBG funds for public seN,18es, throu formal ap ljcation process, must demonstrate that the activity benefits low and oderatel"IRom�*;�L� 1j,trersons The organizations requesting ESG funds also applied ltrl�y H „ t through a,foCMilPa plldbtllpn prdces�s They vV id` ach js7 ed on their ability to carry out the ,#.ur 5 ikla htii� W'pa requlretfients of the prdgrali) whlcfi�ovides asslstaricc to homeless individuals and families. rMBI 1`Q Ili 3. EvarrYdt�on of past pe fo,rmancd� This is an evaluaflb' R of past performance that helped lead the grantee to choose its goals or a3 �;I �I I - projects. RiNl. Ali Y This is an evaluation of past e�formance that helped lead the grantee to choose its goals or projects. The City has used the resources provided by HUD to the best of its ability and has been successful in meeting HUD's objectives over the preceding years. Components of the City's system of care carried out during the report period included outreach, supportive services, homelessness prevention, emergency shelter, transitional housing, and access to permanent housing. The needs of individuals experiencing homelessness with special needs (e.g., Annual Action Plan 2 2018 OMB Control No:2506-0117 (exp.06/30/2018) 75A-6 EXHIBIT 1 victims of domestic violence, Veteran's, and chronic homeless) were also addressed by the County's CoC system. These program efforts helped address priority needs identified in the City s Annual Plan. Various programs, including the Workforce Innovation and Opportunity Act resources, addressed employment training and job placement needs. The State designated Enterprise Zone and the City's business attraction and retention programs also provided economic opportunities to residents. In order to meet the changing needs of the community, the City supported public services and public facility improvement projects. Public services for lower Income youth,a.nd seniors help stabilize households by providing services such as recreation and nutritioal:. Tams. The City recognizes that the City's annual entitlement all of its needs and therefore seeks to maximize coorc organizations to make the best use of these limrtecj f n �a resources is critical to achieving the City's goals T d;( can match the City's investment of CDBG, HOME, a3r1kZ) additional funds are sought to ensure thpt more ffor activities are available for those in neeelldliqu,,,, 4. Summary of Citizen Summaryfrom d.,fq�Ji did'14114cations are not sufficient to meet �.j tiorl and cooperation among agencies and :Also, the City p�r2 6 nizes that leveraging continues to cultiva t-lupding partners who 3 Prograrr}�funds. The nQad remains great, and ins �H� tau �i3'� , Ile`.hous0ond important lip'Arams and process The City employs dnrerse'). pthods to',6Vcourage o'r51.J ng participation from residents, community service providers, and exisfli'and pgte�tlal commun�t$i„development partners. The participation process for tR fYfAWI�Plan mcliid d hr 5�I��cl1f�p"iices; a gtf,Zd y public comment period; public hearings; 5l�. 9 �.yx.1,14 r. ha7 Eft and consultation with hq .oro its,'!Gt17 staff. and iif�ijkin¢ o oviders. 5. Summary of public This could be abtf�F#.narrative stlfnmary or reference an attached document from the Citizen �� Participation sectidn;bfthe Con Pin. The City was prepared to rddOdri ll comments that were offered and to integrate them in the Annual Action Plan. sk 6. Summary of comments or views not accepted and the reasons for not accepting them 7. Summary Annual Action Plan 2018 3 OMB Control No: 250"117 (exp. 06/30/201B) 75A-7 EXHIBIT 1 The City was prepared to receive all comments that were offered and integrated them in the Annual Action Plan. Annual Action Plan 2018 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-8 EXHIBIT 1 0 0 N A Ol 1 IA v u C v ou Q d a C a co a 'O m ) Y, O CL a C c c C by Q Q Q Q Y y C d C d C d O O O p, d O d O d w d O c co 'a E i;E E E E ! F o 0 7� AM, R � r yCd aaA z a z a a" ii z z a w a an a an a C u Q OL o yL° ,E E c E 'c a a m` 0 SW O W vl'ay�� ii i* m 0 u V a c m a 13 d m •O N C u° M m = v E m = 2 C O N ro 2 U C> rn a O m c N 0 � E 0 U u o N c m V1 ti o 75A-9 WA MEI1- 1a AP-10 Consultation — 91.100, 91.200(b), 91.215(l) 1. Introduction The United States Department of Housing and Urban Development (HUD) now requires that entitlement jurisdictions submit the Annual Action Plan and the Five -Year Consolidated Plan through the Integrated Disbursement and Information System (IDIS). The IDIS template contains relevant section and a series of questions to complete the plan. The City of Santa Ana's 2018-2019 Annual Action Plan was developed using the IDIS template and in accordance with statutory requiremp; ,`'stand federal regulations. Provide a concise summary of the jurisdiction's ac public and assisted housing providers and private and service agencies (91.215(1)) f The City of Santa Ana has it's own Housing Autho it Authority and City staff meet quarterly with County Me various committees together with otherilQ,gal cities and Describe coordination with the homeless persons (particularly children, veterans, and i,rt9cot 2-1-1 Orange County Management Inform are aammi help in the and the Co g the VulrleF ment of hou Wn of Care's works colla al Healtq',1Vh and nce coordination between ltal health, mental health tively'�brt�all programs. Housing rs in addiCr mo sitting on to address the needs of jbl§,land families, families with a`RN at ri KJbf homelessness. I with the'Cid6'i'dinated Entry System as well as the Homeless ), ach sub P' Rpient that the City funds is required to W, a ..pt%� �g,�Int��''oft 7 gordinated Entry System, organizations are and ad`op`t_`•HoUs'ing First model. Street Outreach Teams 1p, , . Service Prld'ritaation Decision Assistance Tool (VI-SPDAT) to All afthbre active on several of the Continuum's sub -committees Describe consultattotti'vith thefOritinuum(s) of Care that serves the jurisdiction's area in NO" 'J1[u I,"lleyf determining how to allad�te; funds, develop performance standards for and evaluate ri- outcomes of projects ancct1Vities assisted by ESG funds, and develop funding, policies and procedures for the operation and administration of HMIS Since 1998, The County of Orange has managed a comprehensive, coordinated, and a regional Continuum of Care (CoC) strategy that includes participaiton of all 34 cities in the County, including homeless housing and service providers, community groups, faith -based groups, interested business leaders, schools, and other stakeholders to identify the gaps and unmet needs of the individuals in the County experiencing homelessness. Needs and priorities for the individuals in the County experiencing homelessness continue to be identified through the CoC system of care. City staff participate on several Annual Action Plan 6 2018 OMB Control No: 2506-0117(exp. 06/30/2013) EXHIBIT 1 75A-10 sub -committees within the Continuum of Care and coordinates on a variety of projects. Additionally, the Orange County ESG grantees (County of Orange, City of Anaheim, City of Garden Grove, and the City of Santa Ana) have developed the Orange County ESG Collaborative as a unified approach to requesting, reviewing and funding ESG subrecipients. This collaborative approach has streamlined the application and review process and allowed grantees to better understand the impacts of funding decisions. Future Collaborative efforts will include unified invoice and monitoring forms and other actions to better serve our families who are experiencing or are at-risl< of homelessness. 2. Describe Agencies, groups, organizations and others and describe the jurisdiction's consultations with housingrl entities tid"Tt 4 Annual Action Plan 2018 participated in the process service agencies and other OMB Control No; 2506-0117(exp. 06/30/2018) 75A-11 EXHIBIT 1 a u p. c a Y c m y m c 4 W m O. a t C X m F ° W .m. ai c w ma .n E o yv a _ a o a U) w. O m Q z Q n c C n m m a F 3 ¢ c > '> z LL «c° 4 cps? N m 0 0 =0 m¢ O. W E ar., E)5��1' m V) o 0 m v u w orN a �16) Y E o Y c'L v c m U Q ribVl— 7°, Oik170 Y yA O };•.UJ F- OjsOJ" y,, p r m ul U LL a 'tl�,E�C o cQQ,�aP O L grNiv[, N �y` 2 j O m� rf C -m0 z V7 � I rCi13 0 Wf O)I OJ N iCt�IJ OD} O O O m H ^�' W _ Imotib , 2 a 0 0 0 2 2 2 2 f ,;ilp2V:O• 0 Ou s 0 0 r 0,`. N E pei4'F 0Cfa to OD u y0� O 0 ar, ° c7 a a, ° m d a > a y ti v m V •a O o e E C 0 I—T C o f�0 g m a L O m N 'c m W m Y m L c ILw m r W 0` 0` L 3 ° a ° 0 e n. 0 c v Wu Y l7 l7 ii +_' m N N c u ac) u ac) Y 3 r e T ° u O v at ¢ A? u° co 3 ci c m a D) C � � m V d)) C" EL18t�C x III, �d l�"r Q c Q t ray` m ulul All 3 aim INAC �� ' i Q e -0 g I a33 C. o � O a. Rr m FA � N m 0 Q m N T bi) m O ro C w _ Q t V N 0 L Y 0 x c m a 0 E FO c 0 u v to c Lo rl r'I N 0 c 0 u 75A-1 2 EXHIBIT 1 0 75A-13 EXHIBIT 1 C T Q 4 0 c a 'c E v u 0 v L G r4 ii¢w 99GG L i[�aE 1a1.,��llii� 1'y^anDYASSS d AG �13 I;�L c 1£' # n o �Air G to al 0OA dig' l F4s�l q� b' 4 I'VIl 3 y�3'' -I�Ai 9. e ¢ r �rti cy ;I!dFA a�iF,l U +' ° G AT AAA a �dgPA CIL a 3 -a u° o � V 2+ Y rw� > a G c ills 0 5 O d �� uc c co FEai ui o a '.2 a E 0" m m p 00 7 V _ a N O A y L C 0 v z ° m E E Z. o a c N N Y w 3 E `m a v E ° o 9 c r u a v r s m *' V F- F- c V r u E 0 C o G !� '0 o 4 c Y0 co r� Q o nYo _ N C N m 7 C i7 4 t17 75A-14 EXHIBIT 1 Gl u GJ CL W N V u N N .4 Vl u L 7 W Q) ix m ice+ u N a w Ln rl d. a, c 0 0 a w C > � C O v o c v Q O C a N d V X L Ol 4J m o O u y C � O 10 m a c K a N L r] 7 5, i 6� a? —min � a a. O O a m LL W O N m N a m Z u c m Z u, m a ho N Z Q .� U o O � C 'c W w o o m e +h co tD Ln dSaQ�'g o 00 ro m N N ~ m ui m 01 W u U) O O Vb Ln h V r a E Eda7 a N S r 7 m N 4+I7� 111i�: in 1S.�y'9 { Z%['LPPk tiDl �:0. CM � G QIII" A�[�jlAlll Q PP C Co' �"�'Y`;a v �91 y't t ❑ �'�°���r �1�y� +ti fi{� m E °° = O C E u W n u jfi:t�s: E 0 u O❑ a .o 16'la" 021, a u Q Q W S a o a O N I o o a O W E on � IL` p u N O S O a� qM 0 z a v 0 0 75A-15 EXHIBIT 1 u Im u 2 r M E < E < E 0 r m m 0 t 2 IN 00 co C E 0 E u V 46 0� m yr A 10 q cl� Ln m t MVI All 0 IRA . 'r NO-zRell j, :) R 0 q�U APTIDIop , J9 VmN T EO gllljr I Iplra I- vd[IN, I'l v, 'Irg - 0 u E latd WEI IF fll 11111 Ali CL x AW A�ImI AF, JI..[ Lrn, 0 �F m N;IA ai iriir du 4 151p r 1,211, lr_lo 0 (U a] 7F,hdf 0 C Ol r w 0 -Z3 r El :1, M 0 0 E u Will .0,� $,e > r 0 0 0 > �04 m u z u 0 1 0 u 0 1A E 0 0 1= 0 0 CL E ::f u O 0 75A-1 6 EXHIBIT 1 r U N Y G N N N p 0 O O C 3 > W m ° O G N x m O C O D O C •Q O ` to E � 9 � O � a c r Y u o u u m to O E c 0 N 9 C .3 s C 0 _m 7 O. O Q N v E O r v i° E m O W C i r Y m N 75A-17 EXHIBIT 1 if appropriate, describe publically owned land or property located within the jurisdiction that may be used to address the needs Identified in the plan The City's Housing Authority currently owns 6 parcels previously held by the former Redevelopment Agency. Some of these parcels have been identified to address the needs within this five-year Consolidated Plan. Those identified parcels will be developed by the City through a competitive proposal process for interested parties. The City acquired properties with CDBG funding in FY 2015-16 two new parks. The parks are the 6th and Lacy Park and the R: Is anticipated to use a State of California Housing -Related Parfi 3i 2019-20. The Raitt and Myrtle Park will utilize CDBG fundirig N, Discussion NA Annual Action Plan 2018 irrently under development for rtle Park. The 6th and Lacy Park grant and be completed in FY in and construction. 14 OMB Control No: 2506-0117 (exp. 06/30/2018) 75A-18 EXHIBIT 1 Ir, m E W C N E E N 0 0 C7 C N O C m ,Yri C C m C 7 2 yL� 4 2 o u > > m N Q G D C G N= 30 C T 0O 7 L S L = .� c c� E r a�i Etg Y C (� m 00 CD C1 Mee"hh{ a O 2 O C 7 O N LL e rl v� E 9 a O a x m O to ?k m z1� Mo 131 t ,Ri E,a 5 r,.., lia .w a . u Al. c a aY 7 4� r $ ilol I�� 3' rP�fV#r r3'�vS Y'}Y �r99ii U7' �{ O��I�pIY!ii. ��V4 �J�I m a °111I V a�i�s�'I'i� Fry��jr Y CJ a = �jFL°L'M� A'Sf'Yi 55 P C T W m mg, 9ak 01 'V, N f'Is� dSR`i hay IIi��I6�uG Ln N } Ony N rm4�g"i ,I��sle G (.. N 2 O 2 N 0 a i+ ro � O a a o ry U o � kflp a. si+ 75A-19 EXHIBIT 1 m m 'v c M W +_ •� v t E 0 r`o o j 0 ,. W O a)m> a,0 S '0 'O Cu E i N n h a a i s W O S m O 4 aJ Qj v v v a E 'i �_ x O ,N aJ 0 w U N h w 5 N a! t u1 ON y LO W yCj w L O � O N ~ m c aJ � m a a) W '°" �Ni °, vwi 3 to vi H Q Qj N m ° m w E °: v 0 a w _(D 0 c •,�j c aJ F- u�i m t0 O r > M x vJ 0 L 0 W0 Ln a'C+ vJ 0o x a x r, O 7 t O a x W a m j m +L+ O ,. 01 o Ln m r! m to M M Jc C ° uti n O u O u u u L a A/l n v ti N VV. al O 9 a" rY o E 0 v ZJI'y,c w > as VI al 1!1 aJ Fi�Ifil�. fGJ v filly7 ,�.9 F c IYa PEN r W a 10 LL t'4N �'@�� �d' f di, F a�tl�'•0° v P ��'R���'e � a'p hl����hl� ;iJ1r s I r u i° u r till riF u fill gfF �i`I� x iftilfil a3 ...'$4I I � bb �ll C al tosC 4 aJ toC N 0 +., a) °� aF ai Ey z a s N Oy7Y�O.�� c E; c E �O 7 Oa O c E 7 0 n 11 N 0 N�, P O c ISnCIE�nS a'w4�a�� fO a> 0 E a�J���'��EII+1Iv 0°���5"ia�t� o f `I a�;°, S �+I Skr Z to ziAu O 10 Z Vd u4e v m O 1h aOy �Z.yIs O Oci1 O Fi IY riM1'fy� till ; r�Pli � N N�'�sal� yam. aJ N} vl 0 N u1 O N J��mIT ill vni"�J,". O , 0 Hi�9tills.ap N .- 1 N E �Il4r�lk d y .� � ", 3J�f� '�I�dt. }� EF O O z u N > IMPQ lA v U aj o uN G O E U Z 0 a V _ _ S a 0 w 4 a uO t' a o a 0 fV M 'cf' I1f 01 75A-20 EXHIBIT 1 y 0 5 O " o bb 0 E L O C o m 0 O U£ u o E 0 A H ❑9 L C N a) N U' (U 7 O O 7 = GCL 1 O 2 w CL O bo m N C] w � m O] N T H U� m w m u� ti Ln c LL v� n rn of E C dl E��G U N C W U Om YL QN E joiE Q-yC r -t4'n° o c cc N O rE',O C �g m� U, C W Z O w]Y N y u w c E �p., 34 a �p � Ali � O OdOMPP m 7 R LL p F o .i . s xn�Cw LL a a o a �i,,q,ry�� a _• o 0iiu'�Iljrraw 4 T�e[ii �aa a�Ia� a+ C pN m C 1p. 0 o. m a0 Q 2 Z u •O `m (n m M 4i ER W N O O O���„��- O `m 4N'I ti Ln 0 N � m C_ Y tv 0 C y E C Z � L Q Y :3 0 E n u t d 'O O w O e n 00 m E tgg'RR�, E f 1`o �QaV dO fCC1'.i �19?F�L'i alTir� io ,4 �ii3'.V N ei . Mtn' 3a) 41, Y li�q'r I, rig Y c ,{ , 3w O M ll il CL a �P, .� UP, H '= Q � � N Y1 f0 � N y o E Q C O C O a c. d E 'L UO 0) £ 'C WO 0 m m 0 C7 l7 l7 C7 '1 N 75A-21 EXHIBIT 1 v 4 u SIJ 12 O U E p > N U 'E � C W U c 0 i 1 E y O C O L L u a a O 0 w U a O n U) W v u C E Q O O O O O C G pL C. 6 a a E�. E O. E M E.0 E u, E u. m m m m m v m m m w m m Z C Z O z a z O z C z O fC 17 10 15 N f0 f0 m M M 10 M O O O O O O O O O O O O l7 l7 C7 V' C7 l7 C7 U' U' l7 l7 l7 en V1 w h CO 9 75A-22 EXHIBIT 1 Projects AP-35 Projects — 91.220(d) Introduction The development of the Annual Action Plan involved consultation with those agencies involved in delivering housing and homeless services within the City of Santa Ana, as noted in section PR-10. In addition there were public meetings conducted with appropriate housing and social service agencies regarding the housing needs of children, elderly persons, persons, itii%Ih isabilities, and individuals frkG experiencing homelessness. The 2018 Annual Plan sets forth a description of activititrs f6`fthe t -0' RIN during the coming fiscal year, determines goals for 10111�18�ials and describes the Implementation plan and geographiL''It CJtion of the I6Il 9 4, , yctih � strl ei a� k� a I Projects a�t;a tl 4fi4 Mb. # gjP'rpJeit.Name ";ij"Fh� �"��'#��Mr 1 HOME18 Adml 0"I'�°�" 2 HOME18 Single°�,, Inily Rehab O 3 HOME18-CHDO 4 HOME78 5 Aff, ordable Wfal Idtfsll�g�I€il , AniliJracu re, �PF -ADMINISTRATION F T§1 sib FAIR HOUSING', VSanta CQDE ENFORCEMENT jl' 8-ECQCjOMIC DEVELd}?_fyIENT 8 PUBLIG;$ERVICE PR GRAMS 11 CDBG18-PARK IMPRC1vEMENTS CDBG18-STREET IMPKq�,EMENTS 12 13 CDBGIS-NEIGHBORHOOD SPONSORED IMPROVEMENTS 14 CDBG18-SINGLE FAMILY REHAB 15 CDBG18-MULTI FAMILY REHAB 16 CDBG18-HOMEBUYER DOWN PAYMENT ASSISTANCE Table 7 - Project Information Annual Action Plan 2018 that will become available to be served, and ' be undertaken. 19 OMB Control No: 2506-0117 (up. 06/3012018) 75A-23 EXHIBIT 1 Describe the reasons for allocation priorities and any obstacles to addressing underserved needs These projects are deemed to be of the highest priority and meet the greatest need. The chief obstacle to meeting these needs is a lack of resources to provide a greater level of assistance. Annual Action Plan 2018 20 OMB Control No: 2506-0117(exp. 06/30/2018) EXHIBIT 1 75A-24 C A O ` f0 � E E w 7 E H v E o E 00 rn a 'o Q a 75A-25 EXHIBIT 1 1 Project Name HOME18-Admin Target Area Citywide Goals Supported Affordable Housing Opportunities Administration Needs Addressed Housing Opportunities Funding HOME: $120,794 Description HOME funds utilized to cover admmigifative costs for the HOME I+ program. ;,, 61L Target Date �� �t MI1111 II�� t Ll�;,,�, Estimate the number ,II1 and type of families wI �1' 'Ri �,+a that will benefit from 'll IiF v� �, the proposed activities p P dtl l 1I!�+' t,A. ' ,.� � lair. Location Descriptiont Mta�q"I'I, �jlll qgl Planned Activities 53sti1 iiJygi' y, IIsl3ii, is 2 Project Name �irl'leFafnflfie�ab jI' ICI;I,,a Target Area l`w gHOME18 �C /wlde f�;IIN: I& �k 111#1 f GoalsSupportedlli'm �' �1 , .5 +f "11,> £�n 'A'aJ Iill ll�ilVa Afford�bleHouslr9'gll�p ounttles'lil,l 'i�'�l Needs Addressed �q,d r �f Housl ppportunitiol' Fund ai�a`"''lyll �`!l."'iit, n, }a�F'� �` O.IS,/I� I�dpp4 $j0�, b'7 ai114 Desbrlption i HOM ands will btu d for mobile home and single family rehab :14-09ject »,. hqualified households within the City of Santa Ana. '�ni: Target Qa1?e Estimate the Whiber HOME Funds will be used to finance the rehabilitation of owner -occupied r b,��� and type of families smg efamily homes and mobile homes for residential properties to , " F that will benefitfro' code, health and safety issue in accordance with the HOME the proposed activities°j< Rprogram. Location Description Planned Activities 3 Project Name HOME18-CHDO Target Area Citywide Goals Supported Affordable Housing Opportunities Annual Action Plan 2018 iII OMB Control No: 250"117 (exp. 06/30/2018) 75A-26 EXHIBIT 1 Needs Addressed Housing Opportunities Funding HOME: $181,191 Description Funds will be used for CHDO-qualified projects within the City of Santa Ana. Target Date Estimate the number and type of families [��'ai that will benefit from rili�il �'°� the proposed activitieshit Location Description S�ckJI��"i , �i. Planned Activities 7'r� 4 Project Name -,.aI HOME18-AfforAN"I pritalHousing - TargetArea Citywide aII €IAi °fry, Goals Supported Afforda6 allglisingOpportUl"do* Needs Addressed �I�6 Housing O it tl d rl t �i��s Funding HOME $809; llI`?iy S2 Description �I iII' '7�fs� aaid I ��t'. VI NIS�n !� VY$ iWl 4V"' ! + �101� funds wiI'i e us d of�elT able activi ies related to new I coris`t ction or a ?jt;I l`',5"K d re'ha�il%ilitatlo n of affordable rental d'j,41 lg housiVin the City df �anta Ana Target Date! hR i I19°hdl Espinate the numtir' anpeoffamilies s that "ll nefit from � A�; -/ the proposed:activities Location DeSCLAO Planned Activities'�jai�7 q. j� JP n' S '''iq''�,'' Project Name ^F; k-ry, ES�G18-Santa Ana Target Area Citywide Goals Supported Homeless Activities Administration Needs Addressed Housing Opportunities Homeless Services Funding ESG:$475,909 Annual Action Plan 2018 23 OMB Control No: 2506-0117(Up. 06/30/2018) EXHIBIT 1 75A-27 Description Emergency Solutions Grant project activities and oversight. Target Date 6/30/2019 Estimate the number It is estimated that over 1000 individuals could benefit from the and type of families proposed activities. The largest number would include Street outreach that will benefit from and Engagement which is identified in this report at "Other" on the goals the proposed activities outcome chart. Additionally, individuals and families may benefit from rapid re -housing, homeless prevention and shelter activities. Location Description Activities will be provided cltywlde,µhlll Planned Activities Through contracts with non-prdfltl "meless service providers, planned s xdMtla�'j� activities Include: Street Out K4Z1Ch, lia1ineless Prevention, Rapid Re- y'f Housing, Shelter, HMis, 'haollection ,'&City of Santa Ana will administerthe progra y�f p. 0 � w The City will use H �Ui. smg Authority project based;��quchers and VASH vouchers forthe rehaa�illcation andj Ndvelopment "f,t Iree projects for Ytrl III I MI'll individualsexpenencin h' l*IUP ,Ie`ss.Theseincludet !Santa Ana MA Veteran siillgee, and Aqua H�stig. Over 130 in will be housed three Ip�lojeGts,are once all comphe�edl 6 Project Name CDBGIB ADNiINISTRAI x ���rUh a YkQgk °r f°� ills iw,�y'° TargetAreaVll��{� `fir^€iBi Goals Supported I, Ih. 's-�'a. AdmmO�ration 14�V 'al."', Needs Ad�gd�ressed , �(pusfH`g�pp9rtunlUes� IN, {' ��e�' 2 F i i � ign �SA�:g.�t I4ai I ¢.Ille eSS Sei lY ive5,3", s 0 drka at d3 a ;I:ls{ � } , Publ1ervice Proj5 K,3p Public MIlities/Infrastructure T ° �E&nomic,M plopment � Co�dUnforcemrit Fallrbusing Funding :lirl CDBrG,.$992706 Description sl+j5e program will provide for the overall administration of the CDBG Program, to include: preparation and submission of required contracts with HUD, submission of all reporting requirements, provision of individual project oversight, monitoring of all project implementation and ongoing completion, and fiscal management and oversight. Target Date Annual Action Plan 2019 , 24 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-28 EXHIBIT 1 Estimate the number and type of families that will benefit from the proposed activities Location Description Planned Activities 7 Project Name CDBG18-FAIR HOUSING Target Area Citywide I''rll trl " Goals Supported Support Fair Housing a4;;!1U9�:, i ' Ir�$� Needs Addressed Fair Housing „dr Funding CDBG: $64,141 °j" gPI, uA4' i ,t Description The program will pro�itde fair housing enforcearrN community VajVd_ r?y education, landlord /tern nt counselThg/mediation 1eftVlces and city tlr'tMiiV : [k�� admini YMt ye support for the res(d nts of the City of frYa Ana. Target Date �ylN flk 'i ii!. Estimate the number ILI i ;�b1a&: and type of families ° 4101yl g`i �,"7 �' VmFt'j � that will benefit frb"'i it the proposed activiffles ,V �l ay � Location Description 41 a: It! „ ���A, M. p Oi �u fie. Planned AcfrvTtte i ;i„ 4.if2 : t 51 EfJ�ll9.. f >tt.1 r ko'lot" 8,f�:" ,r��n Pf�fJect Name ,:it��s,' w, CDBG CODE ENFORCEMENT yy 4t . Target7lY,' M1rl 13� ` L -and' �hF area Goals Suppti'C,'gd -tl It Coenforcement q=�,i Needs AddressedjlP;;',, ;a� Co IjEnforcement Funding €t 40K $815,644 Description Preserve single family and multifamily housing stock. Target Date Estimate the number and type of families that will benefit from the proposed activities Location Description Annual Action Plan 2018 25 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-29 EXHIBIT 1 Planned Activities 9 Project Name CDBG18-ECONOMIC DEVELOPMENT Target Area Citywide Goals Supported Economic Development Activities Needs Addressed Economic Development Funding CDBG;$72,926 Description `u Provide economic development as,�'rI#��ice to businesses. Target Date ll �l i �lllii�s,r Estimate the number T��� "glst�Nli and type of families that will benefit from the proposed activities4a=,` Location Description} d 1k, a al (la9g' �hYi'hun Planned Activities I�firy 10 Project Name CDBG18 P1.0 iila�4n ERV,I; s �� E PROGRA S,p., ,Rj Target Area ,a �dk�l alb yGitywide fl GoalsSupported I III{i 931.i�5_"'' hubl���ServicePr�i' 1 UI amAA,P 1{ 2i I"�"lily i M'i4 Needs Addressed' I�Il„l i 3 n!, a r oo. PublicServlce Progi i} s 40CD6GS7 Fundingbk 6BISk� u'^ s ,,„, YSY'4,��iii�G+i AM Descnp on Phil ikp t IIILF k�Y� 'l[} ProVi a programs)?6r.Qe diderly, youth, persons with disabilities, and )�}�'a1" j's t .lowiiriCome mdividu`allsl Target x-he 'rR j +I; Estimate thl�F6umber 'A o and type of fat tlIles' UPIN that will benefit rdgilt A 4I�� the proposed activiti>r,; 1 td 1005 -,,-�,5�`' Location Description Planned Activities Fund nonprofit organizations to provide eligible public services with an emphasis on crime prevention, intervention, suppression for children, youth and families. Nonprofits will be determined through a CDBG Application Process. 11 project Name CDBG18-PARK IMPROVEMENTS Target Area Low -and Moderate -Income area Annual Action Plan 2018 26 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-30 EXHIBIT 1 Goals Supported Public Facllties/Infrastructures Needs Addressed Public Facilities/Infrastructure Funding CDBG:$748,784 Description Park improvements in a low income area of the City. Target Date Estimate the number and type of familiesi,g that will benefit from shG; �6,u V 10 the proposed activities Location Description E Planned Activities inlp 12 Project Name ai CDBG18-STREET I � ,I 4 "9 17.VEMENTS 3 �.civ � F,w75,. Target Area g4^� Low -and Moderate Incdm�� dt, tlCj'ai3a Goals Supported Public MEil�jes/Infrastructur q� Needs Addressed i „ :'t ikon �lh Public FaciIN . hf,,Mcture I[ ODI Funding $748,7;h ` Rt 4 II� „ ,CDBG DescriptionE�a€,I�itl i 5 4 3i, _' ential streed pr tnenstjll be undertaken in an CDBG eligible s �i` I� a*3G+7 a.Itlhi�a�bl qP area, i5 �< Target Date I;�Irah �3i ei..t Esttnratethe n rs,2 � and type of families '&e ��yq tha4vrilj�benefit " yly the propd3ed activities Location Descr1ption Planned Activitlel'k'na a rq 13 111NProject Name M'1 tUdG18-NEIGHBORHOOD SPONSORED IMPROVEMENTS Target Area Goals Supported Public Facilties/Infrastructures Needs Addressed Public Facilities/Infrastructure Funding CDBG: $48,619 Annual Action Plan 2018 27 OMB Control No: 2SOM117(exp. 06/30/2018) EXHIBIT 1 75A-31 Description Street light upgrades and bullet shield light protectors to enhance the safety and accessibility of public right of way locations in CDBG eligible areas. Target Date Estimate the number and type of families that will benefit from the proposed activities alQj Location Description Planned Activitiesj6J ?¢?I x 14 Project Name CDBG18-SINGLE FAMIIJJ,8 HAB rm 1in Target Area Citywide (i}Ip ww Goals Supported Affordable Housing Op , ,unities,,q ll:yt Needs Addressed Housm O ortunities' g RA,. °sMIDI i=I '+I Funding CDBG $6Ofbfi( ll,a,i„pl,, Ih{ Description pa„„ Owner-occUp hd hoC�ftghabilita � Target Date €Iji 9Iiq =._ I3 ,`ds i wsFr, Al x I1+. F" III Estimate them b�r zf °��il{Liu1 EIR t $ and type of famdielsA, � tip >�f Ards that will benefit from f4, :li,„r�a F r e �s j l ll''I thepYopose dbi�(bltles B e urgI � Ldc on DescriptioA001, TRI € >9 kn Plann— ctivities IM M9 40116,iy, 4H Project Name?,, CD9G18-MULTI FAMILY REHAB Target Area "USA,. City2jde Goals Supported?„ffdable Housing Opportunities Needs Addressed gw Housing Opportunities Funding CDBG:$150,000 Description Renter -occupied housing rehabilitation, Target Date Annual Action Plan 2018 F OMB Control No: 2506-0117(eq. 06/30/2018( EXHIBIT 1 75A-32 Estimate the number and type of families that will benefit from the proposed activities Location Description Planned Activities 16 Project Name CDBG18-HOMEBUYERDOWN PAYMENTASSISTANCE TargetArea Citywide �I+�'C,"'y Goals Supported �stFik'i31 Affordable Housing OpportundAll P Needs Addressed Housing Opportunities ,„„ �$ „all;;, Funding �i CDBG: $200,000 4 WV Description Provide first-time hbli(5'e6uyer down payment ahance. Target Date 55v aF ;I'�h tl' IIIn3E,,. Estimate the number a � 4..415 I{dli��`ll 'S t 'Y470 rY11�1' "tltl' and type of families �iyl.l i g ur,Iif 3r it that will benefit from rop�pP, �a a 11 � a�� �I,h the proposed activities C"R7 6 �I 4 Location DescrlpYiol Planned ActivitiesMg+,i,11. X. '.,' hrti 'JUL I1�4 9Z Annual Action Plan 2018 4 OMB Control No: 2506-0117 (up. 06/30/2018) 75A-33 EXHIBIT 1 AP-50 Geographic Distribution — 91.220(f) Description of the geographic areas of the entitlement (including areas of low-income and minority concentration) where assistance will be directed HUD -funded activities are limited to the City's low -and moderate -income areas, which encompasses the majority of the City's residential areas. Areas of the City outside of the CDBG target areas will benefit from activities that are limited -clientele in nature, Le., a person/houst:„ ehold can benefit from a federally - assisted program provided that they meet the program's eligibilit�!�4 i ql aEria. Eligibility is typically ii ill established by household Income and household size. ail„0gNl,'" CDBG program funds will be expended based on p available on a citywide basis for qualified benefich activities will also be carried out on a citywide bail development projects (i.e. street and park Improv and moderate -income areas; i.e., areas of the City moderate -income area definition. Ant,, HOME funds will be utilized to support ,('a activities for very low-inc9,,0',",0 8-Ang,ow ESG funding will be used individuals whd7drerialrea homeless C UP housing and p�bgra «1= sing code enforcemP�n projects) will be carr 'the major.'�tV of reside public services will be n administration and community (kt in the City's low - its Meet HUD's low- and and rehabilitation ms that H'elJ`).prevent homelessness or that assist those S ,, °I n 4 Mergency/ftP.2nsitional housing and related supportive s wllh�,',JgpncMrated in the Civic Center where the largest Target Area , s' `ercentage of Funds Low -and Moderate-l-ftbe arealm..4f 39 Citywide �, ] �41W ,��� 61 Table 8 - Geographic Distributidn'I'' Annual Action Plan 2018 30 OMB Contral No: 2506-0117Iexp, 06/30/2018J 75A-34 EXHIBIT 1 Rationale for the priorities for allocating investments geographically Funds are used city-wide to benefit the residents of the City of Santa Ana. Code enforcement, street improvements, and park improvements are undertaken in Low -and Moderate -Income areas. Discussion Annual Action Plan 2018 31 OMB Control No: 2506-0117(ezp. 06/30/201B) EXHIBIT 1 75A-35 Affordable Housing AP-55 Affordable Housing — 91.220(g) Introduction As noted earlier, the most important impediment to providing affordable housing is due to limited Federal and State resources for affordable housing initiatives. The lack of programs and resources to reduce excessive rent or mortgage burdens to qualified persons is„,,a!, Kerr factor. Another barrier to providing affordable housing in Santa demand for housing, both existing and new, which excel a� ownership and rental, remain high, especially for low2ifs;11i In addition, the cost of site acquisition is very factors make affordable housing construction low-income households. AMIs,. The Housing Needs Assessment also identified' still remains, which also is outside the scope�%r � revolving around personal,lfi �Y3s (lack of full availability of affordably„ iq� smgk orS,pta Ana In an effort to mitigate the! - In 2015� tltp Clty Cbrir( 11 fr Housin bpportunity Ordlij ,Nb residentidfdeyelopment wl to provide either 10%of all units to be affordalJleto loi -The City utilized IimitgdY.i- rehabilitation of rental houi thus partially offsetting the the lhigh cost of housing created by a e{ni. 41 cur{tt�lsupply, Housing prices, both it n househbld4-,. ��t4< ment costs ar�l`s`Q,very high. These '4l.E�9- t affordable housin�J�iut of the reach of urgent cntef,, in the mortgage origination process tr`ajoa City poflrii Fin some instances, issues a do�4vh I ayment; i br credit history) effect the Ana ha'Q dertaken the following actions: adopted an JncIU510`°nary housing ordinance referred to as the wr:s: ,, applies to reslt)ential projects with a zone change that allow Ise,,�p e3re not previously allowed, and include more than 5 units, ��91�Ii�W,1 to begrdable to very -low income households or 15%of all new i rces to fund the development and/or the acquisition and ;. This public assistance will result in lower rents for assisted units of some of the barriers listed above. -The City's Housing Authority conducted outreach to rental property owners to encourage participation in the Housing Choice Voucher Program. One Year Goals for the Number of Households to be Supported Homeless 300 Non -Homeless 1 0 Annual Action Plan 32 2018 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-36 EXHIBIT 1 One Year Goals for the Number of Households to be Supported Special -Needs 0 Total 1 300 Table 9 - One Year Goals for Affordable Housing by Support Requirement One Year Goals for the Number of Households Supported Through Rental Assistance 2,600 The Production of New Units 0 Rehab of Existing Units Ial�di�l!), Acquisition of Existing UnitsIj' 0 Total ra,�llk00 Table 10- One Year Goals for Affordable Housing bySupport Tl�R ., Discussion Aqua Housing -An acquisition and demolition projecVo' construct 56 permanent supportive housing units for ch includes 12 studios and 44 one-bedroohj'`git�j -11M th wra Santa Ana Veteran's Village - The new con 11 homeless veterans s, The �Jdf �ncJudes 70 t P supportive services t�=`•wl�l„j} The City was just award with 100 Annual Action Plan 2018 ed, blightedi�'ptel site to less individual l he project xtive services. ie housing units for units with wrap -around s. An RFP wil be released in FY 17-18 in 2019. 33 OMB Control No: 2506Ai17 (exp. 06/30/20181 EXHIBIT 1 75A-37 AP-60 Public Housing — 91.220(h) Introduction The Housing Authority of the City of Santa Ana administers 2,699 Housing Choice Vouchers and does not own or operate any low-income public housing units. It is the mission of the Housing Authority to provide affordable housing for the most vulnerable members of our community to use as a platform to obtain self-sufficiency and independence from our assistance. Actions planned during the next year to address the needs Not Applicable Actions to encourage public housing residents participate in homeownership ai Not Applicable If the PHA is designated as ti provided or other assistance Not Applicable Discussion Annual Action Plan 2018 housing in management and which financial assistance will be 34 OMB Control No: 2506-0117(exp, 06/30/2018) 75A-38 EXHIBIT 1 AP-65 Homeless and Other Special Needs Activities — 91.220(i) Introduction The needs of individuals experiencing homelessness and persons with special needs are complex and require a wide range of specialized services. Numerous agencies are typically involved in the care of these individuals, providing distinct services such as housing, mental health counseling, employment training, and case management services, A number of activities and services are funded to help the needs of individuals experiencing homelessness and other special needs populations. Overall, these services address the high priority of reducing homelessness and thel"Eleat of becoming homeless, as �1 !I' A well as providing necessary supportive services. ril 1101 11I There are several groups that have a higher need for a Seniors, people with disabilities, and the individuals W1 k housing problems and have difficulty affording h4S,lrt€ 4�'�, need for accessible housing, whether for new hou§I of the housing they currently occupy. In addition to gel needs resulting from dementia and mcreesing physical physical debilitation.'Ik�'jiT Describe the Jurisdictions one-year R ,m. including tlin! K - Mrr' Reaching out to individual needs The ble hoilsihIg+.,and have special housing needs. 1 chronlcalliit�omeless are more likely to face �M fors and people NIth disabilities also have a bilitated existing hEMKIng, or the adaptation 4611, chap q>}ges, seniors mfta �fe supportive Itgk� whom dementia andu$Kl creasing 4'firy Q.11 rl IiirR or reds cing and ending homelessness and assessing their • IfMnue partnershipsywt(~h non p�fbfrt Street Outreach teams, • Increa4e�:the supply of peY�,t' anent s�iip Portive housing • Preserve eXt�S�ting permanent supportive housing • Adapt existilArj'&using to treat the needs of special needs populations • Improve access;10a'Servlcedr individuals with special needs a eM�� • Assist the individual'widare homeless and those Individuals at risk of homelessness with £Y5' access to permanent affordable housing and necessary supportive services • Coordinate homeless services and encourage collaboration among Homeless Service Providers and the Continuum of Care. • Work with the County of Orange and the 33 cities in Orange County to address homelessness with regional efforts. The one-year actions to be taken include: Annual Action Plan 3S 2018 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-39 EXHIBIT 1 • Issue Project -Based Vouchers for Permanent Supportive Housing set aside from the Santa Ana Housing Authority and VASH vouchers for Veterans experiencing homelessness. • Reserve 50% of Santa Ana Housing Authority turnover vouchers for homeless individuals referred by approved referral agencies • Provide financial assistance to coordinate homeless service efforts in the city's most densely populated homeless area. • Provide General Funds from the City's budget to fund a Homeless Services Manager as well as other creative programming. Addressing the emergency shelter and transitional The County of Orange operates a year-round emerge provides safe sleep and emergency shelter for over 4 services for over 600 individuals on a daily bases T#H#;E� Illumination Foundation organizations provide oui�f`�j ti. shelter as well as other locations in the City. The Cou during the winter. In addition to these she ters, the o of individuals who are homeless that Ir{c)'tii `s`',unaccc violence, chronically homeless individuals�b"na(l�iIle families, and unaccompanied youth The rali' of set housing and permanentsua' �4rr1'e. ousi uns services, homeless pre", e jiidn and )a 'id re-hou�f Helping homeless persd'ns� with children, Veterans an p; ail � � v" Felt permana'ht�housing Andy I,n individuals and families e ", .P�- and famlPlOto affordable recently horridlei: ,.from br of homeless persons shea�f€"i in°iha Givic Center of Santa Ana that Ir F�YIiA I�`dlviduals eacaanlght, and food and supportive i funded HEART o8106ach team, City Net and 4iq and engagement serv�'ll m and around the 'also runs,�',hl,emergenc 8idrweathershelter eat"adi. will address the rre'bds victims of domestic ildren, veterans and their 'gency shelter, transitional ttancefor street outreach call"ih(omeless individuals and families, families Y_y�� Id unactompanled youth) make the transition to N, N00 including shortening the period of time that sness, facilitating access for homeless individuals I preventing individuals and families who were again The City supports a nu"Ii'ber of progrFins to assist low-income individuals and families to avoid becoming homeless includingSectI `B HO J Choice vouchers. Other support !I� r � I.a g services, such as job and training assistance, food assistance, and=counseling are also available to help individuals recover from homelessness and to avoid becoming homeless. The City works closely with the Continuum of Care who provides oversight for the Vulnerability Index - Service Prioritization Decision Assistance Tool (VI-SPDAT) to prioritize the most vulnerable chronically homeless individuals. Case management services are offered in all programs to help prevent individuals from falling back into homelessness. In addition, the Housing Authority of the City of Santa Ana has recently been awarded VASH project - based vouchers for permanent supportive housing for Veterans experiencing homelessness. These 100 vouchers are in addition to the current Vouchers with two projects already in the pipeline. An RFP will Annual Action Plan 36 2018 OMB Control No! 250"217(exp"06/30/2018) 75A-40 EXHIBIT 1 be released shortly for these additional vouchers. Helping low-income Individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); or, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs. , The goals listed above will help these individuals and families program will fund homelessness prevention programs includl well as rental assistance. The HEART program, funded byi interested in returning to their home; often followmpiaa 4. Clea: the County of Orange is equipped to serve peoplrcharged systems of care such as health care facilities or corf'Ktt.qn pro Discu! becoming homelessness. The ESG and security deposit assistance as us tickets for individuals e from a obT.T.3Ctional facility. Additionally, from oubllclv`f %ded institutions or Annual Action Plan 2018 37 OMB Control No: 250"117(exp. 06/3012018) 75A-41 EXHIBIT 1 AP-75 Barriers to affordable housing — 91.2200) Introduction: Through vehicles such as zoning ordinances, subdivision controls, permit systems, and housing codes and standards, the City has attempted to ensure the health, safety, and quality of life of its residents while minimizing the barriers that may impede the development of affordable housing. None of these measures is intended to restrict the affordability of housing, though these regulations may on occasion influence the pricing of housing. ,p;,Rk Impediments to affordable housing revolves around the Additionally, the lack of programs and resources to redu individuals is key. The City does all that it can with theJll produce affordable housing for both owners and retY programs are both available. The City's Work Centeirlanc 3" . retain, expand, train and attract individuals and busrrte$; Actions it planned to remove or am'e118leate the as barriers to affordable housing sucglhes'16'ku ordinances, building codes, fees and charges, g return on residential Invd'AM-ent ilpl,in ack cMIndome of the City residents. ek essive rent or mortgage burdens to r a hJted resource#yailable to maintain and Home rehablIta�tQ°0hnd home ownerships Economic Develo ri5"' p e�rograms work to as to the,City. llyia,. s of public policies that serve policies affecting land, zoning %,,and policies affecting the The City has identified si'Veral barrie'rsr'o the develdp` 'Ent of affordable housing including the following; 15 i�JiuWi$ g�wi Is fi • Governs enta� consi' a"'' utH asN (63perty take5s� kland-use controls (e.g., density and zoning ti Yt'�i>p w!r r 9 y# tions) ;1 ding coife�,rbwldeng perplitifees .fin-site/off-site improvement, prevailing wage restric 1 r ) f>Ee6ulations, and AD9cpmplihYlCe, • Nf5' tet constraints ,vyr;a' incI2 7ii�]ited affo cost, and competition for land. Other constraints sources, finance costs, and the costs of • Available IaftV.1hthe City nfo tly consists of small parcels that must be assembled for significant J {el'ill} new constructed' T roieci iflelocation costs and housing replacement requirements for redeveloping improv fP,proparties also presents barriers to the development of affordable housing. • The region's rents have continued to increase. Higher rents limited the ability of some low- income households to obtain affordable housing. Households with poor credit history are also severely impacted. Since governmental restrictions may constrain the production of affordable housing, the City of Santa Ana continues to monitor, analyze and address, as necessary, governmental regulations, land use controls and residential development standards that affect the production and preservation of Annual Action Plan 38 2018 OMB Control No: 250&0117(exp. 06/30/2018) 75A-42 EXHIBIT 1 affordable housing. The Housing Needs Assessment also identified stringent criteria In the mortgage origination process that continues to this day even after the 2010 foreclosure crisis has ended, which also is outside the scope and control of City policy. In some instances, issues revolving around personal finances (lack of down payment, credit history, employment history) affect the availability of affordable housing for residents. Market factors that tend to restrict affordable housing production are: high land costs, high construction costs, and the availability of financing. In an effort to mitigate these barriers, the City of Santa Ana has ,yo'ejtiaken the following actions: • City Council adopted an inclusionary housing Ordinance (HOO) that requires either 10%or to very low- and low-income households hl • The City utilizes limited public resources rehabilitation of rental housing units. This psi units thus partially offsetting the impacts of s • The City's Housing Authority cb�nA138ts,�utrea participation in the rental assistaij 't'0g'ta,ir Discussion: linan'e''Fe"flfred to as the Housing Opportunity '1,011�gpfall new UhIR in Santa Ana to be affordable hg� t :i� � the development an%orthe:acquisition and 4qya s,assistanMn,,Will result in io,,�ter rents for assisted s listed abogi to f�fit`a'i'property owners to Annual Action Plan 2018 99 OMB Control No: 250"117(exp. 06/30/2018) 75A-43 EXHIBIT 1 AP-85 Other Actions — 91.220(k) Introduction: The City of Santa Ana will undertake many activities aimed at addressing the needs of the community's underserved populations. Underseved individuals Include elderly, persons with a disability, youth, homeless, veterans and very low -Income individuals. Actions planned to address obstacles to meeting underserved needs In order to serve the underserved populations, the City will focueli(WIlfed resources toward rehabilitating lief I'I: existing housing units and expanding the number of affordable�ltd�a'sing units for both owners and err �t'` ,N3p^�Tiq renters. Housing rehabilitation and acquisition /developSneti,, Of new ltfital housing units are examples of these activities. The city and local nonprofits will e to provide fs��Xvices for underserved City residents. Social services to be funded will includejii�ig�'ams with an empli 4�on crime prevention, intervention and suppression for children, youth ailles Programs to se ftmeless individuals include Permanent Supportive Housing, ra oIre hous n �lomeless pre�i ItIon, shelterSupportive and ssa �- f t,�i Ali". street outreach. By focusing resources�o�5s�lousmg and cdfi'�rxty�tl�;i'needs identified as {Ttgh priority, the City will be able to utilize limited resouri �rrl rgieffiaently " v1111b �k�y Vr^I,�, i�iii When available, Santa Ana will seek out addil;�pnaI re d'uGces beyoltf 6deral and state funds to address ;i these needs. 9�"��1i�� jG^C11PP��, Actions planned to tl tirr and m n aln affor b ousing rr, u2a"�117i""a , In an effort to nSaintain and tosterrptforr)ableal>ousi "Sat to Ana will continue to seek ways to achieve ugn r ro ri ...r 6 si it 3 t } '.G�al�i� eeu% ry RM1y 4ti thisobje4tivO3Thes 'wij,�i)nbcludepioiramsan' i iiwies,19chas: "AM, N 4rp �I§i ��.,4 f • Im ment the recerl��lvwevised ili�lusionary housing ordinance referred to as the Housing Oppor." n.ty Ordinancer"H40) Thfsi-a}dinance applies to residential projects with a zone change f. that allowrYes(dential dev j�ment where such uses were not previously allowed, and include more than 1nit to prove?either 10% of all new units to be affordable to very -low income households or 1 , of all units to be affordable to low-income households. Developers also have an option tof(�ial5Iin-lieu fee which will go towards affordable housing development within the City of Santa Ana. • Use limited public resources to fund the development and/or the acquisition and rehabilitation of rental housing units. This public assistance will result in lower rents for assisted units thus partially offsetting the impacts of some of the barriers listed above. • Collaborate with CHDOs to help ensure long-term affordability and maintenance of housing units. • Continue the Housing Authority's outreach to rental property owners to encourage participation in the rental assistance program. Annual Action Plan 40 2018 OMa Control No: 250"117(exp. 06/30/2018) 75A-44 EXHIBIT 1 • Issue project -based vouchers for permanent supportive housing. Actions planned to reduce lead -based paint hazards In an effort to address the problems caused by lead exposure, the City of Santa Ana has implemented a lead paint hazard identification and notification process as part of its housing programs. This process has been designed to comply with HUD's lead -based paint hazard regulations (Title X), which became effective in September 2000, and was implemented by Santa Ana in January 2002. All owner -occupied housing units rehabilitated or constructed prit6t16r1979 are inspected for lead -based paint hazards. If the inspection finds potential lead -based pall. Vl ards, the subject property is tested — the average cost pertest is $450. The procedures to comply uWt Tii:) has added approximately 30 days to the typical housing rehabilitation project. Y tYP g P 1 ,Joi jt ta. Actions planned to reduce the number of pdVef�-1 drat The objectives and strategies of this Pla.p pre focused all, n�il�y Improving the quality of life for the loA t �r,)Ggme most lessening the impacts of poverty. Strateg(tlrVlctUtle.prov housing; working to reducing homelessnes;pl development. Ni p�la 'l{.!I.I6pJPe u.ai�. families 6number offaM41 inpoverty, V�, families and individuals, and able housing and special needs and streets; and economic The transition of peoptg,�pove the PpOVIerty line mv{iYJ3 esje variety'of;l dlicies and programs that extend beyond providing opportU ���tylps for a %loyment any Wv�ing wage. Access to education, transportation, childcare, and hqusqing are kV Omp, -,4 f91., at can asts tt persons to secure and retain economically self sUStam�O'•emllO ent�� ��� au 3 The Clty w tbgmploy a varleyofstrategles,to help alleviate poverty, including efforts to stimulate J l - for[�45. "11I .�I'�h.� economic g fivo th and job oppopnitles, an . o provide Santa Ana residents with the skills and abilities required to take d�vantage of thid$e��opportu ales. More specifically, the City will undertake a range of activities and se to combat p`ii ierty including: • Expand afford abloa)tgrsiligt.opportunities through housing rehabilitation, rental assistance, and creation of new affo�d`a�7�le housing units (via new construction and/or acquisition%rehabilitation). • Provide homeless assistance including prevention activities, emergency shelter, transitional housing, and access to permanent supportive housing opportunities. Supportive services will be blended with these activities. • Enforce public safety to prevent criminals from victimizing the poor. • Implement public facility improvements to improve the overall infrastructure of the City and eliminate public improvements/infrastructure that negatively impacts residential Annual Action Plan 41 2018 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-45 EXHIBIT 1 neighborhoods. • Provide job training, job -search skills and job placement to provide Individuals living in poverty with employment opportunities that pay higher wages. • Promote and provide recreation and diversion services which provide youth living in poverty with alternatives to gang -related criminal activities. • The Housing Authority will continue to implement the Family Self -Sufficiency (FSS) program, which will provide rental assistance, life skills training and referrals to employment training for Housing Choice Voucher Program participants. Actions planned to develop institutional structure The City of Santa Ana will strengthen institutional stru and private housing and social service agencies, and fc 011 Initiatives. The City works closely with local institutib- incentives with neighborhood and community deki with neighborhood associations, community -based lei institutions. The City also supports programs aimed at departments. The City will continue toFOfflffe'ra,�etwor NqJimplement the strategies outlined in the rthsbdd$ted. coordination between public 0morovements and resident Rb initiate prograrig5fiaat link economic ment objectives, Includi t usilding relationships ng agen iL` / nonprofits,�apilieducational ,�i iyli�>+ 7°likl�l�, . e Gn1 i Urdination amonj brious City Yi iai: i,,. < of ili ggmals, contacts and partnerships to Plan In the area of housing, th CIM'Nvill, continue fo,ibudd its fe(afto ship Affil1local housing providers such as e. n x �. � vr, iIi private developers, non S03pers, and rY i hbprljjglhouslpgl,authorities, to ensure that limited �C4� �! In ii rtril^ilfto housing resources are 4 lj�zed in the most of icientaltt#effective manner possible. The City also will i !a� continue to participate in thiregionaContlnuum ofC re as board members and on subcommittees in order to coocd nat ,w,ith nel l��r °ar n ur'is�dlct; ns to Deuce homelessness in our community. .: l ��.,.. g� L.P,J 44 y ned to service public and private housing and social Additionally, the Ofange County ES� t��grantees (County of Orange, City of Anaheim, City of Garden Grove, and the City of Santa=,41,hIIa) have dey-"roped the Orange County ESG Collaborative as a unified approach to request, review and"f1 9%ES@,A recipients throughout the County and in each jurisdiction. This collaborative approach 'lined the application and review process and allowed the grantees to better understand the impact 5bffunding decisions. Future Collaborative efforts will include unified invoice and monitoring forms and other actions to better serve our homeless and at -risk of homeless families. City staff serve on the Continuum of Care Board, subcommittees and are involved in several regional efforts. Public agencies, nonprofit organizations, and other service agencies all play an integral role in the provision of affordable housing and support services. Annual Action Plan 42 201E OMB Control No; 2505-0117 (exp. 06/30/2018) 75A-46 EXHIBIT 1 Discussion: Annual Action Plan 2018 43 OMB Control No: 2506-0117(up. 06/30/2018) 75A-47 EXHIBIT 1 Program Specific Requirements AP-90 Program Specific Requirements— 91.220(1)(1,2,4) Introduction: Community Development Block Grant Reference 24 CFR 91.220(I Projects planned with all CDBG funds expected to be available dL -A' Projects Projects Table. The following identifies program income thaG; ,i ro projects to be carried out. E' 1. The total amount of program Income that will RO'been received ., program year and that has not yet been reprogramed k'5 t,!p' 2. The amount of proceeds from section 108 loan gudrantees thatiu'Idi' Mi�f address the priority needs and speclfiol�jectives identlfle n he gr ea� sl1lii:a ,lLIi 3. The amount of surplus funds from urbirntiiewal settlempts h 4. The amount of any grant funds returned o t je,of credit : been included in prior statement or pla�V^§ ��� ria1�Jji ... nO1 , - 11 5. The amount of mcom itYo flo2t-funded a"It ities 13 11 as l ( o QIltih i�1: Total Program IncorrAe d,l �a �x€4�N ��jr�l 1. am (CDBG) I4 ie year are identified In the e for use that is included in a )efor' It e, start of the next a� be used durygttLLhe year to ntee's strategI Of"a n. 0 0 Ich the planned use has not '.I 0 0 0 0 2 The es$i ated percentagi; o'fCDBG fftA that will be used for activities that benefit wr L4�i`�3s dllrll�l3''+ persons of IdW a nd moderate Igco ne Overa,Peneflt-A consecutive period of one, two or three yei_4, ay be used p�tletermine that a minimum overall benefit of 70% of CDBG funds Is u ' t�'�t�oI benefit pe' ons of low and moderate income. Specify the years covered that indlp qo„thi,, 't hal Action Plan. 100.00% Annual Action Plan 44 2018 OMB Control No: 250"117(exp. 06/30/2018) 75A-48 EXHIBIT 1 HOME Investment Partnership Program (HOME) Reference 24 CFR 91.220(I)(2) 1. A description of other forms of investment being used beyond those identified in Section 92.205 is as follows: The City of Santa Ana does not use HOME funds in any other mannerthan those described in Section 92.205(b). 2. A description of the guidelines that will be used for resale or rpf2`jtture of HOME funds when used for homebuyer activities as required in 92.254, Is as follow{:, V Not Applicable y S III r ��'�� Ii��� a• aP�lvl�„ 3. A description of the guidelines for resale or r�`wfbre that ensures the 'fiability of units acquired with HOME funds? See 24 CFR 92.254(a)(4) are aS fpllows: Not Applicable 4. Plans for using HOME funds to refinandd[I xxIsting'de'tIisecuredIRti'wltifamily housing that is s 911�h rehabilitated with HOES funds along witescnpUo�tdi the refmafi'cing guidelines required that will be used under,2' I I- 92l2t(b), are as%i llow5 iI(iY� � 4�i:l� € 'i � '�a EiWiI,,YVI The City of Santa An�l�(i6 no plan` tD use HOM fU)nds for this purpose. Wj i "s}P, � {isrl6ijliia6l� .g rr�rk rz�i l(�ri'CY ill,is�EF t ��ha,6 Errs gency 5olutioo Grant (ESG) l lh deference 91.220 1O(4) � l,t. 1. Include wri en standards -artprovidin,''ESG assistance (may include as attachment) M,Ishu Emergency5olutlgl' Grant Progam funds will be used for eligible activities under five program components: re a, t elftergency shelter, homelessness prevention, rapid re -housing assistance, and Homeless;fNaliagement Information System (HMIS) costs, as well as allowable administrative costs and activities. ESG applications go through an open and transparent proposal process. The Community Development Agency is responsible for ensuring that the ESG Program is implemented in accordance with all federal rules and regulations. 2. If the Continuum of Care has established centralized or coordinated assessment system that meets HUD requirements, describe that centralized or coordinated assessment system. The County of Orange in collaboration with the CoC, the OC Commission to End Hornlessness, and Annual Action Plan 45 2018 OM B Control No: 2506-0117 (exp. 06/30/2.018) EXHIBIT 1 75A-49 other ESG entitlement jurisdictions including the City, will utilize assessment and evaluation instruments developed in consultation with the HMIS lead agency and previously funded HPRP grantees. The County ensures ongoing coordination of program design and eligibility standards. The City provides funding to 2-1-1 Orange County, the County's Continuum of Care administrator of the HMIS data entry system. Again in FY 18/19, funding will be provided for HMIS data, Coordinated Entry and technical assistance. 2-1-1 orange County also administers the Vulnerability Index - Service Prioritization Decision Assistance Tool (VI-SPDAT) to prioritize chronically homeless individuals for affordable housing opportunities. 3. Identify the process for making sub -awards and private nonprofit organizations (including corrin In FY 17/18, the Orange County ESG Colla Garden Grove, and the City of Santa Ana) to request, review and fund ESG subrecip s able to submit a request for funding'fot~ge da gar-��:is option that was exercised for FY18/14, �S s'zN application and review process and all �vl decisions. Future Collab rative efforts w'i rMj W - actions to better se We Ys�dElp9s,and at-r Following the Collab'd Alive reviei Community RedevelopM`Vbt andflip City Cotirjcjl Alldp§bons are Iiad� 41ti �� a1y�i�� �e a.� allocatedI toward eh�IH�eactivi �2 i 3 Na. shelter;Ldata and street utteach. 4. ifthejurisdzctionisun 576,4O5(a), ill usrisdi homeless or for`rri 4 y regarding facilities reco the a of Orange, e ESG allocation available to )ased organizations). 4n)PS01, c)(3 organization in i ESG activi�te LI he application eim, City of unified approach 15standing was mg. This 66j,' borative approach has streamlined the �t tali' 1 r�htees to befit )'understand the impacts of funding de4 Id invoiC64%,,eJ-monitoring forms and other lom¢)tesfa(illles 4IIg7�,, Ce4ndations for funding is considered by the yE 0210,n before being considered and adopted by the G`a34 atlonrof ensuring that program funds would be ¢ ' Mlesof Beahomelessness prevention, rapid -rehousing, eet thWhomeless participation requirement in 24 CFR t specify its plan for reaching out to and consulting with individuals in considering policies and funding decisions funded under ESG. The City consults and works with the County and CoC homeless services staff as well as local homeless service providers, homeless advocacy groups, the OC Homeless Task Force, ACC-OC Homeless Task Force as well as neighboring cities and homeless advocates. A previously homeless individual participated on the ESG RFP FY 17/18 funding review panel which FY 18/19 awards are based upon. Individuals who were previously homeless provide assistance in outreach and engagement services and provide feedback to staff. In addition, the CoC's strategy reflects the participation of all 34 cities in Orange County as well as individuals who are homeless or previously homeless, schools and a host of additional organizations. Annual Action Plan 46 2018 OMB Control No: 2506-0117(exp. 06/30/2018) 75A-50 EXHIBIT 1 5. Describe performance standards for evaluating ESG. The City utilizes the HUD monitoring ESG handbook to monitor each program's performance to ensure that goals are on track and funds are used for eligible activities. On a quarterly basis, invoices are reviewed to ensure program compliance. In addition, the quarkterlyfinancial invoices are monitored by City Accounting staff. On -site monitoring of no 614 fit organizations is done by staff and by consultants for both program and financial recordsi§,,,0 1� as -needed basis, or at least every three years. alr� Th Annual Action Plan 2018 as possible. 47 OMB Control No: 250"117(exp. 06/30/2018) EXHIBIT 1 75A-51 Annual Action Plan 2018 48 OMB Control No: 280E0117(exp. 06/30/2018) EXHIBIT 1 75A-52 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: PUBLIC HEARING: ADOPT A RESOLUTION DECLARING INTENT TO CHANGE THE WARD BOUNDARIES; HOLD PUBLIC HEARINGS 1 AND 2 ON MAY 1, 2018 AND MAY 3, 2018 RESPECTIVELY; AND ADOPT RESOLUTION DECLARING INTENT TO PLACE A CHARTER AMENDMENT FOR VOTER CONSIDERATION REGARDING BY -WARD ELECTIONS (STRATEGIC PLAN NO. 5, 1) RECOMMENDED ACTIONS: CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution declaring the City's intention to place a Charter Amendment for voter consideration on the November 6, 2018 General Municipal Election to change from at - large to By -Ward Elections for councilmembers. 2. Adopt a resolution declaring the City's intention to consider changes to boundary lines of Wards and fixing the time and place of said Hearings to be held on May 1, May 3, May 15, May 19 and June 5, 2018. 3. Open and Close the first Public Hearing that will explain the re -boundary process, review the criteria used to modify Ward boundaries, and allow residents to submit their ideas for potential "communities of interest" to consider in the new boundaries. 4. Adjourn the matter to May 3, 2018 at 5:00 in the Council Chamber to hold the second Public Hearing on Ward Re -Boundary process. DISCUSSION By certified letter received on March 14, 2018, the Asian -Americans Advancing Justice advised the City that it believes the City's current at -large method of electing City Councilmembers violates the California Voting Rights Act ("CVRA"). On April, 17, 2018, staff received Council direction to prepare the necessary resolutions to place a Charter amendment before the voters at the November 6, 2018 General Municipal Election to transition from at -large to By -Ward Election of Santa Ana City Councilmembers. 75B-1 Public Hearing: Ward Re -Boundary May 1, 2018 Page 2 Staff is recommending that the City Council adopt the attached Resolution of Intention to transition from at -large to By -Ward Elections in accordance with California Election Code 10010(e)(3)(A), which limits a local agency's exposure to attorney's fees for alleged CVRA violations. Resolution approval requires a majority vote, Exhibit 1. The Resolution of Intention to modify the Ward Boundaries is also attached hereto, Exhibit 2. The City's Charter requires that a resolution be approved and published in a paper of general circulation prior to adoption of Ward Boundaries and be adopted by a majority vote. The Public Hearings scheduled on May 1, May 3, May 15, and May 19, 2018 are required pursuant to Elections Code Section 10010. Staff has scheduled two Hearings to receive input from the community about their ideas for potential "communities of interest" and to provide criteria for mapping of new Ward boundaries. The culmination of these two Hearings will result in the development of proposed new Ward map(s) for consideration at the subsequent Hearings scheduled on May 15 and May 19. The Hearing on June 5, 2018 will be for the City Council to consider adoption of ordinance setting new Ward boundaries. A timeline of events is attached as reference in Exhibit 3. The City Charter requires new Ward Boundary Map to be approved by a 2/3 affirmative vote and at least 120 days before an election, which is July 5, 2018. Staff has hired the firm of Redistricting Partners to assist the City in conducting the public outreach effort and preparing the maps for consideration that will comply with the Federal and California law, including, but not limited to, the CVRA. Also, the firm ESRI will provide a web - based platform for residents to review proposed maps and engage the community throughout the process. Background The City of Santa Ana received a certified letter on March 14, 2018 from Asian Americans Advancing Justice threatening litigation under the CVRA if the City does not change to By - Ward Elections. The letter asserts that the City's current practice of nominating by Ward and electing at -large dilutes the ability of Asians (a protected class) to elect candidates of their choice or otherwise influence the outcome of Santa Ana's council elections. Below is information about the California Voting Rights Act (CVRA) and the provisions in the City Charter as related. The CVRA was signed into law in 2002. The CVRA prohibits an at -large method of election that impairs the ability of a protected class to elect candidates of its choice or its ability to influence the outcome of an election. The law's intent is to expand protections against vote dilution over those provided by the Federal Voting Rights Act of 1965 (FVRA). The law was also motivated, in part, by the lack of success by plaintiffs in California in lawsuits challenging at -large electoral systems brought under the FVRA. The passage of the CVRA made it much easier for plaintiffs to prevail in lawsuits against public entities that elected their members to its governing body through "at -large" elections. A plaintiff need only prove the existence of "racially 75B-2 Public Hearing: Ward Re -Boundary May 1, 2018 Page 3 polarized voting" to establish liability under the CVRA. Proof of intent on the part of voters or elected officials to discriminate against a protected class is not required. California Voter Rights Act Reform (AB 350), a "Safe Harbor" On September 28, 2016, the Governor signed AB 350 into law, codified as Elections Code section 10010 (effective on January 1, 2017). The legislation attempts to provide a "safe harbor" from CVRA litigation for cities. If a city receives a demand letter, such as in Santa Ana's case, the city is given 45 days of protection from litigation to assess its situation. If within that 45 days, a city adopts a resolution declaring the Council's intent to transition from at -large to By -Ward Elections, outlining specific steps to be undertaken to facilitate the transition, and estimating a time frame for action, then a potential plaintiff is prohibited from filing a CVRA action for an additional 90 day period. Thus, the legislation provides time for the City to assess and implement a transition to a By -Ward Election system before a lawsuit may be filed. The legislation sets forth a number of steps a city must take in the effort to assess and transition to a Ward based election system, including four (4) public hearings. Under AB 350, a city's liability is capped at $30,000 if it follows this process after receiving a threat, and the plaintiff must show financial documentation that these costs were actually incurred. While AB 350 contemplates that a city will transition to by -district (Ward) elections by way of an ordinance, Santa Ana must make that transition via an amendment to the City Charter, which can only be accomplished by a vote of the electors of the City. With respect to the re -boundary process, the City Charter provides that census data be analyzed to account for shifts and changes in the population. According to the 2010 Census, Santa Ana's population was 324,528, a decrease of more than 13,400 residents from the 2000 Census. The population shifts within each Ward were significant enough that required new boundary lines to be redrawn. The City Council approved the existing Ward Map boundaries in January of 2012, Exhibit 4 and 5. This proposed re -boundary process is categorically exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 15320 — Class 20 (Changes in Organization of Local Agencies) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, since it involves a proposed reorganization of the City Council Wards and does not change the geographical area in which previously existing powers are exercised. What is Re -boundary and why do it? Re -boundary is the redrawing or adjusting of Ward lines to ensure that legislative representation is fair and balanced. It is done every ten years, after the census data is compiled, to account for population shifts and growth over the last decade. The purpose is to bring Wards back into compliance with equal population representation. The number of Wards in the City are to remain the same. 75B-3 Public Hearing: Ward Re -Boundary May 1, 2018 Page 4 Re -boundary Standards When deciding upon a proposed map, the City Council must keep in mind certain standards in order to comply with the law. The following are mandatory for any proposed map: The Wards must be as nearly equal in population as may be (Elections Code § 21601). Exact equality of population is not required for the Wards, but they should strive to create Wards that have a total population deviation of no more than 10% between their most heavily populated Ward and the least populated Wards. Gaffney v. Cummings, 412 U.S. 772 (1973). Current Councilmembers shall not lose their current seat or allow a term limit reset for members that have served three consecutive terms of four -years each. The City Council may also rely upon the following "traditional' re -boundary factors when deciding upon a map: • Cohesiveness, continuity, integrity, and compactness of territory (Elections Code § 21601) Community of interest (Elections Code § 21601) • Finally, the following are additional criteria which are also acceptable to consider: • Traditional boundaries • Preservation of core of prior Wards Race may be a factor considered in establishing the districts, but it may not be the predominant motivating factor in creating the districts. Millerv. Johnson, 515 U. S. 900, 916 (1995). Race is a predominant factor if the legislature "subordinate[s]" other factors —compactness, respect for political subdivisions, partisan advantage, what have you —to "racial considerations." Id. Santa Ana, like most communities have taken a phased approach to implementing Ward - based elections. The City Council encourages the community to be engaged in the process. Comments may be sent to Ecomments@santa-ana.org prior to each hearing to be considered during the deliberation process. STRATEGIC PLAN Approval of this item allows us to meet Goal #5. Community Health, Livability, Engagement & Sustainability, Priority #1, Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities. 75B-4 Public Hearing: Ward Re -Boundary May 1, 2018 Page 5 FISCAL IMPACT There is no fiscal impact associated with this action. The contract to conduct outreach and development of Ward maps with Redistricting Partners is under $25,000 and for web -based mapping with ESRI is $4,500; both under the contractual authority of the City Manager and have been executed accordingly using City Attorney Contractual Obligations funds. Election cost to place Charter Amendment on the November 6, 2018 General Municipal Election will be included in the Fiscal Year 2018-19 City Budget. Maria D. Huizar Clerk of the Council Exhibits: 1. Resolution Declaring Intention to change from At -Large to Ward -Based Election 2. Resolution Declaring Intention to change Ward boundaries 3. Timeline: Ward Re -boundary Process 4. Current Ward Boundary Map 5. Charter Provisions 6. Elections Code Provisions 75B-5 75B-6 RESOLUTION NO.2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA, DECLARING ITS INTENT TO PLACE A CHARTER AMENDMENT FOR VOTER CONSIDERATION ON THE NOVEMBER 6, 2018 GENERAL MUNICIPAL ELECTION BALLOT TO TRANSITION FROM AT -LARGE TO BY -WARD COUNCILMEMBER ELECTIONS PURSUANT TO CALIFORNIA ELECTION CODE SECTION 10010(e)(3)(A) WHEREAS, pursuant to Section 400 of the Santa Ana City Charter, members of the City Council of the City of Santa Ana ("City") are currently elected in "at -large" elections, in which each City Councilmember is nominated by electors of each Ward, but elected by the electors of the entire City; and WHEREAS, the City Council has determined that it is in the best interests of the City and in the furtherance of the purposes of the California Voting Rights Act ("CVRA") to transition from at -large to by -ward elections; such transition, however, requires an amendment to Section 400 of the City Charter, which amendment may only be accomplished by a voter of the electors of the City, as provided by Section 1500 of the City Charter; and WHEREAS, the City retained an experienced demographer and consultant to assist the City to develop proposed ward re -boundary maps for consideration which are consistent with the requirements of Federal and State law, including, but not limited to the CVRA; and WHEREAS, the establishment of new ward boundaries with be done in accordance with the public hearing requirements set forth in Election Code Section 10010;and WHEREAS, the adoption of new ward boundaries will not affect the terms of any sitting Council Member, each of whom will be entitled to complete his or her current term. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA RESOLVES AS FOLLOWS: SECTION 1. The City Council hereby resolves to consider adoption of resolutions placing a proposed Charter Amendment on the 2018 General Municipal Election on November 6, 2018, to transition from at -large to by -ward election system.. Resolution No. 2018-XXX Page 1 of 3 75B-7 SECTION 2. The City Council directs staff to work with the City's special legal counsel and demographer, and other appropriate consultants as needed, to provide a detailed analysis of the City's current demographics and any other information or data necessary to prepare ward -re -boundary maps for City Council consideration that divide the City into voting wards in a manner consistent with Federal and State law, Including but not limited to the CVRA, and the City Charter. SECTION 3. The City Council hereby approves the tentative timeline as set forth in Exhibit A, attached to and made a part of this resolution, for conducting public hearings in accordance with Election Code Section 10010 in order to solicit public input and testimony on proposed ward -re -boundary maps before adopting any such map. SECTION 4. The City Council directs staff to establish a means of communication to answer questions from the public regarding the proposed transition from an at -large to a by -ward election system, including maps, notices, agendas and other related information. SECTION 5. Effect. This Resolution shall take effect immediately upon its adoption by a majority of the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution, THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Santa Ana this day of 2018 by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2018-XXX Page 2 of 3 75B-8 CITY OF SANTA ANA ATTEST AND CERTIFY: Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: Aonia R. Carvalho, City Attorney Miguel A. Pulido Mayor Resolution No. 2018-XXX Page 3 of 3 75B-9 75B-10 RESOLUTION NO.2018-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, DECLARING ITS INTENTION TO CONSIDER CHANGES TO BOUNDARY LINES OF WARDS, AND FIXING THE TIME AND PLACE OF SAID HEARINGS THEREON NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS: FOLLOWS: 1. That the City Council hereby declares its intention to consider making changes to the existing Ward boundary lines. 2. That the City Council has set Public Hearing dates and locations in which any person having an interest in, objection to, or suggestion regarding the making of changes in Ward boundary lines may appear before the City Council and be heard thereon. 3. That the Clerk of the Council is directed to give notice of said hearing by publishing this Resolution once a week for two weeks In a newspaper of general circulation in the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA RESOLVES AS FOLLOWS: SECTION 1. The City Council hereby resolves to consider adoption of said resolution as required in the City of Santa Ana Charter and set dates of Public Hearings to consider input from the community. Official Public Hearing dates have been scheduled for May 1, 2018 at 5:45 p.m., May 3, 2018 at 5 p.m., May 15, 2018 at 5:45 p.m., May 19, 2018 at 11:30 a.m. and June 5, 2018 at 5:45 p.m. The first two (2) Public Hearings will seek input regarding posible modifications to the Ward boundaries before any proposed Ward maps are drawn. The next two (2) Public Hearings will seek input regarding the content of the draft map(s), the proposed sequence of elections, following which the City Council will consider the introduction and first Reading of an Ordinance establishing the new Ward boundaries. The final Public Hearing set for June 5, 2018 will be for the City Council to consider final adoption of such Ordinance. SECTION 2. The City Council directs staff to work with the City's special legal counsel, demographer, and other appropriate consultants as needed, to provide a detailed analysis of the City's current demographics and any other information or data necessary to prepare ward -re -boundary maps that divides the City into voting wards in a manner consistent with Federal and State law, including, but not limited to the California Voting Rights Act, and the City Charter. 75B-11 SECTION 4. The City Council directs staff to establish a means of communication to answer questions from the public regarding hearings dates and every effort possible to translate material and notices in multiple langauges, including Spanish, Vietnamese, Chinese and Korean. SECTION 5. Effect. This Resolution shall take effect immediately upon its adoption by a majority of the City Council, and the Clerk of the Council shall attest to . and certify the vote adopting this Resolution. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Santa Ana this day of , 2018 by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: ATTEST: Maria D. Huizar, Clerk of the Council APPROVED AS TO FORM: By. Sonia tt. Carvalho, Ciry Aorney CITY OF SANTA ANA Miguel A. Pulido Mayor 75B-12 EXHIBIT 3 CALENDAR OF EVENTS WARD -RE -BOUNDARY PROCESS DESCRIPTIONDATE OF ACTION Mar-6 City Council directs staff to move forward with Ward Re -Boundary Process. Apr-17 City Council confirms moving forward with reboundary process. PUBLIC HEARING #1 • Adopt Resolution of Intent to consider Ward Re -Boundary Maps. Before Maps Drawn must hold two (2) public hearings to seek input May-1 regarding the process of the districts — explain the process and encourage participation. • Adopt Resolution of Intent to change from at -large to by -Ward election. • Adjourn Agenda Item to May 3rd (Public Hearing #2). • PUBLIC HEARING #2 - Adjourned City Council Meeting at 5 May-3 p.m. Before Maps Drawn must hold two (2) public hearings to seek input regarding the process of the districts — explain the process and encourage participation. PUBLIC HEARING #3 — (review proposed map(s) and approval) • Review Proposed Maps as published. If any changes, will need to May-15 republish (NOTE: requires 7 days of publication prior to Hearing and adoption) • Adjourn to May 19th for Hearing #4. PUBLIC HEARING #4 — Adjourned City Council Meeting to Saturday, May 19th at 11:30 a.m. (map proposed map(s) and approval cont.) May-19 • Review Proposed Maps as published and considered at May 15th Meeting. If any changes, will need to republish (NOTE: requires 7 days of publication prior to Hearing and adoption) • Approve first reading of Ordinance and authorize publication of Ordinance (Requires five affirmative votes.) Jun-5 PUBLIC HEARING #5 - Adoption (2nd reading) of Ordinance establishing New Ward Boundaries. 75B-13 Jul-5 Effective Date of Ordinance establishing New Boundary Wards (MUST be adopted before 120 days per Charter). JulA6 thru Candidate Nomination Period (Candidates MUST live within new Aug.-10 Ward Re -Boundary limits at least 30 days prior to pulling papers). Nov.-6 ELECTION DAY 75B-14 EXHIBIT 4 WARD MAP APPROVED JANUARY, 2012 75B-15 75B-16 EXHIBIT 5 SANTA ANA CHARTER PROVISIONS Sec. 101.1. -Wards of the city. Prior to the general election in 1988 the City Council shall divide the City into six (6) wards by ordinance according to the following formula: Each of the wards is to be as nearly equal in population as possible. The wards shall be composed of contiguous and compact territory and bounded by natural boundaries of street lines wherever possible. Any territory hereafter annexed to or consolidated with the City shall become a part of the ward to which it is most contiguous, pending any redistricting necessary to promote equality of population among the wards. (Prop. of 4-9-57, approved on 4-16-57; Prop. of 2-4-63, approved on 4-2-63; Res. No. 63-027; Ord. No. NS-1316, 8-24-76, approved at election 11-2-76; Ord. No. NS-1521, 3-17-80, approved at election 6-3-80; Ord. No. NS-1864, 8-19-86, approved at election 11-4-86) Sec. 101.2. - Wards, boundary changes. Ward boundaries shall not be altered except as reasonably necessary to promote greater equality of population among the wards when such necessity is shown by the most recent federal decennial census, or by more current census data certified by the City Council as sufficiently reliable and detailed to serve as a basis for ward boundary alteration, or by annexation or consolidation of territory. Such boundary alteration shall be made only by ordinance adopted by affirmative vote of at least two-thirds (213 ) of the full membership of the City Council in accordance with section 101.4. Any such ordinance adopted within one hundred twenty (120) days immediately preceding any election of council members shall not become effective until the day following such election. (Prop. of 4-9-57, approved on 4-16-57; Prop. of 2-4-63, approved on 4-2-63; Res. No. 63- 027; Ord. No. NS-1316, 8-24-76, approved at election 11-2-76) Sec. 101.4. - Same —Notice and public hearing. Before making any change, modification or realignment of ward boundaries or numbers of wards, the City Council shall pass a resolution declaring its intention to make such changes. Such resolution shall set forth a convenient day, hour and place when and where any persons having any interest therein, or any objection to the making thereof, may appear before the City Council and be heard thereon. The City Council shall direct the Clerk of the Council to give notice by publishing said resolution once a week for two (2) weeks in the official newspaper prior to the date set for hearing. Said hearing in the event of increasing the number of wards shall be held not less than sixty (60) days prior to the succeeding general municipal election. In any event, not less than thirty (30) days prior to the general municipal election, publication shall be made by map diagram in the official newspapershowing the new boundary lines of each and every ward. 75B-17 75B-18 EXHIBIT 6 CALIFORNIA ELECTION CODE 10010 Requirements: DIVISION 10. LOCAL, SPECIAL, VACANCY, AND CONSOLIDATED ELECTIONS 1`10000-107351 ( Division 10 enacted by Stats. 1994, Ch. 920, Sec. 2. ) PART 1. GENERAL PROVISIONS r10000 - 100101 ( Part 1 enacted by Stats. 1994, Ch. 920, Sec. 2. ) CHAPTER 2. District Boundaries 1`10010- 10010.1 ( Chapter 2 added by Stats. 2014, Ch. 873, Sec. 1. ) 10010. (a) A political subdivision that changes from an at -large method of election to a district -based election, or that establishes district -based elections, shall do all of the following before a public hearing at which the governing body of the political subdivision votes to approve or defeat an ordinance establishing district -based elections: (1) Before drawing a draft map or maps of the proposed boundaries of the districts, the political subdivision shall hold at least two public hearings over a period of no more than 30 days, at which the public is invited to provide input regarding the composition of the districts. Before these hearings, the political subdivision may conduct outreach to the public, including to non -English- speaking communities, to explain the districting process and to encourage public participation. (2) After all draft maps are drawn, the political subdivision shall publish and make available for release at least one draft map and, if members of the governing body of the political subdivision will be elected in their districts at different times to provide for staggered terms of office, the potential sequence of the elections. The political subdivision shall also hold at least two additional hearings over a period of no more than 45 days, at which the public is invited to provide input regarding the content of the draft map or maps and the proposed sequence of elections, if applicable. The first version of a draft map shall be Published at least seven days before consideration at a hearing. If a draft map is revised at or following a hearing, it shall be published and made available to the public for at least seven days before being adopted. (b) In determining the final sequence of the district elections conducted in a political subdivision in which members of the governing body will be elected at different times to provide for staggered terms of office, the governing body shall give special consideration to the purposes of the California Voting Rights Act of 2001, and it shall take into account the preferences expressed by members of the districts. (c) This section applies to, but is not limited to, a proposal that is required due to a court -imposed change from an at -large method of election to a district -based election. (d) For purposes of this section, the following terms have the following meanings: (1) "At -large method of election" has the same meaning as set forth in subdivision (a) of Section 14026. 75B-19 (2) "District -based election" has the same meaning as set forth in subdivision (b) of Section 14026. (3) "Political subdivision" has the same meaning as set forth in subdivision (c) of Section 14026. (e) (1) Before commencing an action to enforce Sections 14027 and 14028, a prospective plaintiff shall send by certified mail a written notice to the clerk of the political subdivision against which the action would be brought asserting that the political subdivision's method of conducting elections may violate the California Voting Rights Act of 2001. (2) A prospective plaintiff shall not commence an action to enforce Sections 14027 and 14028 within 45 days of the political subdivision's receipt of the written notice described in paragraph (1). (3) (A) Before receiving a written notice described in paragraph (1), or within 45 days of receipt of a notice, a political subdivision may pass a resolution outlining its intention to transition from at -large to district -based elections, specific steps it will undertake to facilitate this transition, and an estimated time frame for doing so. (B) If a political subdivision passes a resolution pursuant to subparagraph (A), a prospective plaintiff shall not commence an action to enforce Sections 14027 and 14028 within 90 days of the resolution's passage. (f) (1) If a political subdivision adopts an ordinance establishing district -based elections pursuant to subdivision (a), a prospective plaintiff who sent a written notice pursuant to paragraph (1) of subdivision (e) before the political subdivision passed its resolution of intention may, within 30 days of the ordinance's adoption, demand reimbursement for the cost of the work product generated to support the notice. A prospective plaintiff shall make the demand in writing and shall substantiate the demand with financial documentation, such as a detailed invoice for demography services. A political subdivision may request additional documentation if the provided documentation is insufficient to corroborate the claimed costs. A political subdivision shall reimburse a prospective plaintiff for reasonable costs claimed, or in an amount to which the parties mutually agree, within 45 days of receiving the written demand, except as provided in paragraph (2). In all cases, the amount of the reimbursement shall not exceed the cap described in paragraph (3). (2) If more than one prospective plaintiff is entitled to reimbursement, the political subdivision shall reimburse the prospective plaintiffs in the order in which they sent a written notice pursuant to paragraph (1) of subdivision (e), and the 45-day time period described in paragraph (1) shall apply only to reimbursement of the first prospective plaintiff who sent a written notice. The cumulative amount of reimbursements to all prospective plaintiffs shall not exceed the cap described in paragraph (3). (3) The amount of reimbursement required by this section is capped at $30,000, as adjusted annually to the Consumer Price Index for All Urban Consumers, United States city average, as published by the United States Department of Labor. (Amended by Stats. 2017, Ch. 561, Sec. 51. (AB 1516) Effective January 1, 2018.) 75B-20 REQUEST FOR COUNCIL/ HOUSING AUTHORITY y , ACTION CITY COUNCIL MEETING DATE: MAY 1, 2018 TITLE: APPROVE REQUEST FOR CONSENT BY JAMBOREE HOUSING CORPORATION TO ACQUIRE LIMITED PARTNER'S INTEREST FOR CORNERSTONE APARTMENTS (STRATEGIC PLAN NO.4, 5) 012 i RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Executive Director of the Housing Authority to approve the request for consent by Jamboree Housing Corporation and/or an affiliate to acquire the Limited Partner's interest in the current project partnership for Cornerstone Apartments at 805 — 904 S. Minnie Street. DISCUSSION In 2001 and 2003, the City of Santa Ana ("City") and the former Redevelopment Agency, which is now the Housing Authority of the City of Santa Ana ("Housing Authority"), made a series of loans to the Cornerstone Apartments project in support of the proposed acquisition and rehabilitation of market rate units to affordable, tax credit financed units. A provision of the Loan Documents allowed the City of Santa Ana and the Housing Authority consent rights over any sale or transfer of partnership interests. As is customary on tax credit financed projects, at year 15 the Limited Partner Investor ("Investor") is looking to exit the partnership through the sale of their interest. The Purchase Option between the Investor and an affiliate of Jamboree Housing Corporation, the Managing General Partner, allows Jamboree the rights to acquire the Investor's interest. Following the acquisition of the partnership interest, Jamboree intends to recapitalize the asset to extend the serviceable life of these 126 affordable rental units, as well as add a community building to add to the resident services provided to the households. A proposed budget of over $6.4 million will be used to install new windows, roofs, ADA improvements, install new kitchen and bathroom cabinets / countertops, new sinks and plumbing fixtures, new flooring throughout the units, install new appliances, install new hot water heaters, and reline all waste lines. Jamboree is also exploring ways to address the significant parking constraints in the 80A-1 Request for Consent by Jamboree Housing Corporation May 1, 2018 Page 2 neighborhood by installing parking lifts for residents. Another significant part of the rehabilitation scope is the potential addition of a large solar installation, with a portion of the energy savings going to offset resident electicity demand, reducing their energy bills. The improvements to the project will not result in displacement or rent increases for the existing tenants. Approval of this consent to acquire does not otherwise affect the current operations or repayment of the existing City and Housing Authority debt. The only material change will be the elimination of the Investor from the Limited Partnership, with Jamboree as the sole remaining entity with 100% ownership. Subsequent actions related to the proposed resyndication / recapitalization of the Project will be brought forward at a later date. If for any reason, Jamboree could not execute on their anticipated rehabilitation plans, this would leave the City and Housing Authority in no worse position than it currently is in with respect to repayment of its' loans. However, should this consent not be approved, it is possible that the Investor forces the public marketing of the asset, which could then be purchased by an entity that is less mission focused than Jamboree, with more of a focus on profits rather than serving the current residents. There would be no requirement to adequately recapitalize the project, risking it falling into a state of disrepair. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 4 Fiscal Sustainability, Objective # 1 (maintain a stable, efficient and transparent financial environment) 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. Judson Brown Acting Executive Director Community Development Agency Exhibit: 1. Request for Consent from Jamboree Housing Corporation 80A-2 EXHIBIT 1 March 12, 2018 <Jamboree Judson Brown Housing Division Manager City of Santa Ana Community Development Agency — Housing and Neighborhood Development Division 20 Civic Center Plaza (M-26) Santa Ana, CA 92701 RE: Acquisition of LP interest from tax credit investor Dear Judson: Per the definition of "Sale" in the capitalized terms for the Loan Agreement for 805 S. Minnie Street (with various others in substantially similar form), please accept this notification and request for approval for our acquisition of the limited partner interest in connection with the subsequent resyndication of the Cornerstone Apartments. If you should have any further questions, please do not hesitate to contact John Okura at 949-813-6923 or via email at iokura(a)iamboreehousing.com. Sincerely, Marcy Finamore CFO / Executive Vice President Jamboree Housing Corporation ...a nonprofit corporation dedicated to providing affordable housing 17701 Cowan Ave, Suite 200 • Irvine, CA 92614 • 949.263.8676 FAX 949.263.0647 RPM