AGENDA
Garden Grove City Council
Tuesday, November 12, 2024
6:30 PM
Community Meeting Center
11300 Stanford Avenue
Garden Grove, California 92840
Steve Jones
Mayor
Cindy Tran
Mayor Pro Tem – District 3
George S. Brietigam
Council Member – District 1
John R. O’Neill
Council Member – District 2
Joe DoVinh
Council Member – District 4
Stephanie Klopfenstein
Council Member – District 5
Kim B. Nguyen-Penaloza
Council Member – District 6
Meeting Assistance: Any person requiring auxiliary aids and services, due to a disability, to address the City Council, should contact the City Clerk's Office 72 hours prior to the meeting to arrange for accommodations. Phone: (714) 741-5040.
Agenda Item Descriptions: Are intended to give a brief, general description of the item. The City Council may take legislative action deemed appropriate with respect to the item and is not limited to the recommended action indicated in staff reports or the agenda.
Documents/Writings: Any revised or additional documents/writings related to an item on the agenda distributed to all or a majority of the Council Members within 72 hours of a meeting, are made available for public inspection at the same time (1) in the City Clerk's Office at 11222 Acacia Parkway, Garden Grove, CA 92840, during normal business hours; (2) on the City's website as an attachment to the City Council meeting agenda; and (3) at the Council Chamber at the time of the meeting.
Public Comments: Members of the public who attend the meeting in -person and would like to address the City Council are requested to complete a pink speaker card indicating their name and address, and identifying the subject matter they wish to address. This card should be given to the City Clerk before the meeting begins. General comments are made during "Oral Communications" and should be limited to matters under consideration and/or what the City Council has jurisdiction over. Persons wishing to address the City Council regarding a Public Hea ring matter will be called to the podium at the time the matter is being considered.
Manner of Addressing the City Council: After being called by the Mayor, you may approach the podium, it is requested that you state your name for the record, and proceed to address the City Council. All remarks and questions should be addressed to the City Council as a whole and not to individual Council Members or staff members. Any person making impertinent, slanderous, or profane remarks or who becomes boisterous while addressing the City Council shall be called to order by the Mayor. If such conduct continues, the Mayor may order the person barred from addressing the City Council any further during that meeting.
Time Limitation: When any group of persons wishes to address the City Council on the same subject matter, the Mayor may request a spokesperson be chosen to represent the group, so as to avoid unnecessary repetition. At the City Council's discretion, a limit on the total amount of time for public comments during Oral Communications and/or a further limit on the time allotted to each speaker during Oral Communications may be set.
PLEASE SILENCE YOUR CELL PHONES DURING THE MEETING.
1
AGENDA
ROLL CALL: COUNCIL MEMBER BRIETIGAM, COUNCIL MEMBER O'NEILL, COUNCIL MEMBER
DOVINH, COUNCIL MEMBER KLOPFENSTEIN, COUNCIL MEMBER NGUYEN-
PENALOZA, MAYOR PRO TEM TRAN, MAYOR JONES
INVOCATION
PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA
ORAL COMMUNICATIONS (TO BE HELD SIMULTANEOUSLY WITH OTHER
LEGISLATIVE BODIES)
WRITTEN COMMUNICATIONS
1. Consideration of a written request from LFA Group, LLC to extend the operating hours and make an exemption to the City's Noise Ordinance on Tuesday, December 31, 2024, at the Garden Amp. (Action Item)
[Item 451/2024]
2. Consideration of a written request from the Sister City Association of Garden Grove for co-sponsorship of the 2025 Strawberry Stomp 5K.
(Estimated Sponsorship Cost: $13,000)(Action Item)
[Item 441/2024]
3. Consideration of a written request from the Honoring Our Fallen organization to waive the City’s showmobile stage rental fee for the 2024 Jingle Jam event on Friday, December 13, 2024. (Action Item)
[Item 461/2024]
RECESS
CONDUCT OTHER LEGISLATIVE BODIES' BUSINESS
RECONVENE
CONSENT ITEMS (CONSENT ITEMS WILL BE ACTED ON SIMULTANEOUSLY WITH
ONE MOTION UNLESS SEPARATE DISCUSSION AND/OR ACTION IS REQUESTED
BY A COUNCIL MEMBER)
4. Adoption of Proclamation celebrating November 10th through 16th, 2024, as Nurse Practitioners Week.(Action Item)
[Item 446/2024]
2
5. Adoption of a Resolution amending the Memorandum of Understanding between the City of Garden Grove and the Garden Grove Police Association. (Action Item)
[Item 468/2024]
6. Adoption of the Relocation Plan for the Single Family Household residing at 12371 Harbor Boulevard, Garden Grove, CA 92840. (Cost: $131,000)(Action Item)
[Item 466/2024]
7. Approval of amendments to Garden Grove Loans for the Wesley Village Affordable Housing Project. (Joint Action Item with the Housing Authority)
[Item 449/2024]
8. Approval of Final Tract Map No. 17455 and Subdivision Agreement with Investel Garden Resorts, LLC. for the property located at the northeast corner of Harbor Boulevard and Twintree Lane, Garden Grove. (Action Item)
[Item 431/2024]
9. Award a contract with Mindcentric Inc. for email and collaboration software migration, upgrade, and hosting services. (Cost: $60,600)(Action Item)
[Item 465/2024]
10. Award a contract to National Council for Community Development, Inc. DBA Grow America for business technical assistance and loan underwriting services. (Cost: Not-to-Exceed: $75,000)(Action Item)
[Item 456/2024]
11. Award a contract to Unifirst Corporation to provide employee uniforms and other related service items. (Cost: Not-to-Exceed $80,000 per year)(Action Item)
[Item 459/2024]
12. Award a contract to The Sayler Group Corporation for debris abatement services under the Caltrans Fencing Improvement Project (CFIP) Delegated Maintenance Agreement. (Cost: $150,000) (Action Item)
[Item 470/2024]
13. Award a contract to Z&K Consultants, Inc. for construction management services for the Woodbury Park Revitalization and Expansion Project – Project No. S-1335. (Cost: $299,844)(Action Item)
[Item 450/2024]
14. Authorization of the issuance of a purchase order to Olathe Ford Inc. for one (1) new SUV and one (1) new pickup truck. (Cost:$100,259.64)(Action Item)
[Item 469/2024]
15. Authorization of the issuance of a purchase order to Century Industries for the purchase of one (1) new Showmaster Mobile Stage. (Cost: $216,620)(Action Item)
[Item 452/2024]
3
16. Review of the Automatic Pass-Through Water Rate Adjustment. (Action Item)
[Item 460/2024]
17. Receive and file minutes for the meeting held on April 23, 2024. (Action Item)
[Item 474/2024]
18. Receive and file warrants.
[Item 472/2024]
19. Approval to waive full reading of ordinances listed. (Action Item)
[Item 454/2024]
PUBLIC HEARINGS (MOTION TO APPROVE WILL INCLUDE ADOPTION OF EACH RESOLUTION UNLESS OTHERWISE STATED.)
20. Adoption of an urgency interim ordinance authorizing an additional 12-month extension of Urgency Ordinance No. 2950 imposing a moratorium on the approval of substance abuse treatment centers pursuant to Government Code Section 65858, entitled:
AN URGENCY INTERIM ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GARDEN GROVE AUTHORIZING A 12-MONTH EXTENSION OF URGENCY ORDINANCE NO. 2950
IMPOSING A MORATORIUM ON THE APPROVAL OF SUBSTANCE ABUSE TREATMENT CENTERS PURSUANT TO CALIFORNIA GOVERNMENT CODE SECTION 65858. (Action Item)
[Item 412/2024]
COMMISSION/COMMITTEE MATTERS
21. Receive and File Measure O Citizens’ Oversight Committee Annual Report for Fiscal Year 2023-24. (Action Item)
[Item 453/2024]
ITEMS FOR CONSIDERATION
22. Adoption of a Resolution to accept Tobacco Law Enforcement Program Grant funds and authorization of Agreements for implementation of the Program. (Grant Amount: $735,990)(Action Item)
[Item 448/2024]
23. Receive and file the 2024 Garden Grove Police Department Military Equipment Annual Report and Introduction and First Reading of an Ordinance approving an updated Military Equipment Use Policy and rescinding Ordinance Nos. 2944 and 2953, entitled:
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GARDEN GROVE ADOPTING
AN UPDATED GARDEN GROVE POLICE DEPARTMENT MILITARY EQUIPMENT USE POLICY PURSUANT TO GOVERNMENT CODE 7071 AND RESCINDING ORDINANCE NOS. 2944 AND 2953. (Action Item) [Item 471/2024] 4
24. Introduction and First Reading of an Ordinance amending provisions of Chapter
11.32 of the Garden Grove Municipal Code pertaining to the removal and replacement of City trees, entitled:
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GARDEN GROVE AMENDING PROVISIONS OF CHAPTER 11.32 OF TITLE 11 OF THE GARDEN GROVE MUNICIPAL CODE PERTAINING TO THE REMOVAL AND REPLACEMENT OF CITY TREES. (Action Item)
[Item 473/2024]
ORDINANCES PRESENTED FOR SECOND READING AND ADOPTION
25. Second Reading and Adoption of Ordinance No. 2958, entitled:
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GARDEN GROVE ADDING CHAPTER 8.96 TO TITLE 8 OF THE GARDEN GROVE MUNICIPAL CODE PERTAINING TO CAMPING ON PUBLIC PLACES AND INTERFERING WITH PUBLIC ACCESS. (Action Item)
[Item 462/2024]
MATTERS FROM THE MAYOR, CITY COUNCIL MEMBERS, AND CITY MANAGER
ADJOURNMENT
The next Regular Meeting is scheduled for Tuesday, November 26, 2024, at 5:30 p.m. in the Community Meeting Center, 11300 Stanford Avenue, Garden Grove, California, 92840.
HAPPY EARLY BIRTHDAY COUNCIL MEMBER O’NEILL
5 Item 451/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: John Montanchez
Dept:
City Manager Dept: Community Services
Date: 11/12/2024
Subject: Consideration of a written request from LFA Group, LLC to extend the operating hours and make an exemption to the City's Noise Ordinance on Tuesday, December 31, 2024, at the Garden Amp. (Action Item)
OBJECTIVE
To transmit a written request on behalf LFA Group, LLC, requesting approval to extend the operating hours and make an ex emption to the Noise Ordinance, Municipal Code Section
8.47.040, to extend the high er noise levels from 10:00 p.m. to 12:15 a.m. on Tuesday, December 31, 2024 at the Garden Amp.
BACKGROUND
Since 2017, LFA Group, LLC has been the production company of th e City's Festival Amphitheater. The faci lities use agreement allows LFA Group, LLC to operate and rent the facility until 10:00 p.m.
DISCUSSION
Staff received a written request from the production company of the Garden Amp, LFA Group, LLC, requesting to extend the operating hours on New Year’s Eve, December 31, 2024, from 10:00 p.m. to 12:15 a.m. Additionally, this request would also require the approval to make an exemption (per Garden Grove Municipal Code 8.47.070) to the hours listed in the Noise Ordinance establishing lower noise thresholds after 10:00 p.m. LFA Group, LLC will be hosting New Year’s Eve event and would like to accommodate the traditional midnight countdown as previously done in 2023, and will provide attendees the opportunity to welcome the new year.
FINANCIAL IMPACT
Approval of this request will not have a financial impact to the City.
6 Item 451/2024
RECOMMENDATION
It is recommended that the City Council:
Consider the written request from LFA Group, LLC to extend the operating hours and make an exemption to the Noise Ordinance from 10:00 p.m. to 12:15a.m. on Tuesday, December 31, 2024 at the Garden Amp.
By: Janet Pelayo, Deputy Director
ATTACHMENT(S)
1. Letter Request LFA Group, LLC
7 LF A Group, LLC
12762 Main Street Garden Grove, CA 92840
Phone: 949.400.4630 E-Mail: [email protected]
Web: gardenamp.com
October 3, 2024
John Montanchez
Director of Parks and Recreation
City of Garden Grove
11222 Acacia Parkway
Garden Grove, CA 92840
Subject: New Year’s Eve Operating Hours Extension
Dear John,
I am writing to propose an extension of our operating hours and sound curfew for the Garden Amphitheatre on New Year’s Eve to accommodate the traditional midnight countdown as we did last year.
Proposal: We propose extending our operating hours and amplified sound curfew on New Year’s Eve as follows:
Current Operating Hours and Amplified Sound Curfew: 10:00 pm Proposed Extended Operating Hours and Amplified Sound Curfew: 12:15 am
We believe that extending our operating hours on New Year’s Eve will present an opportunity to cater to our customers’ needs, enhance our reputation, and boost our business. Thank you for considering this proposal. Please let me know if you have any questions or concerns. Thank you.
Viet Tran
LFA Group, LLC
Docusign Envelope ID: FB8B801A-C220-4A71-9EBA-FB9440CDA90C 8 Item 441/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: John Montanchez
Dept:
City Manager Dept: Community Services
Date: 11/12/2024
Subject: Consideration of a written request from the Sister City Association of Garden Grove for co-sponsorship of the 2025 Strawberry Stomp 5K. (Estimated Sponsorship Cost: $13,000)(Action Item)
OBJECTIVE
For the City Council to consider a written request from the Sister City Association of Garden Grove for co-sponsorship of the 2025 Strawberry Stomp 5K on Saturday, May 24, 2025.
BACKGROUND
The Sister City Association of Garden Grove (Association) is a local non -profit organization that is in good standing with the Internal Revenue Service and has been serving the Garden Grove community since 1989. The Association is dedicated to furthering the knowledge and understanding between Garden Grove and its sister city Anyang, South Korea, while providing Garden Grove students the unique opportunity each year to travel abroad. The Association also hosts youth from Anyang, South Korea as part of the student exchange program.
DISCUSSION
The Association is requesting City Council approval for co-sponsorship of the 2025 Strawberry Stomp 5K. The event will be held on Saturday, May 24, 2025, on Historic Main Street, prior to the Garden Grove Strawberry Festival Parade. In addition to the parade route on Euclid Street and Chapman Avenue, the 5K will require the p artial closure of Historic Main Street and Acacia Parkway from 6:00 a.m. to 10:00 a.m.
All proceeds from this fundraising event will go directly toward sending Garden Grove students overseas and hosting the incoming exchange students from Anyang, South Korea.
FINANCIAL IMPACT
The cost to provide Police and Public Works support including additional street closure hours for this event has been estimated to be approximately $13,000. This cost is calculated based on the two additional hours that are added to the existing street closure plans for the annual 9 Item 441/2024
Strawberry Festival Parade. The additional cost will be absorbed within the current departmental budgets, therefore, no additional appropriation is needed to co -sponsor the 2025 Strawberry Stomp 5K.
RECOMMENDATION
It is recommended that the City Council:
Consider the request from the Sister City Association of Garden Grove for co- sponsorship of the 2025 Strawberry Stomp 5K that will be held on Saturday, May 24, 2025.
By: Janet Pelayo, Deputy Director
ATTACHMENT(S)
1. Letter Co-Sponsorship Request from Sister City Association of Garden Grove
10 Sister City Association of Garden Grove
October 15, 2024
City of Garden Grove
Honorable Mayor Steve Jones
11222 Acacia Parkway
Garden Grove, CA 92840
Honorable Mayor and City Councilmembers,
On behalf of the Sister City Association of Garden Grove, I’m writing to request co -sponsorship for the 2025 Strawberry Stomp 5K from the City of Garden Grove. The event will be held on Saturday, May 24, 2025, on Historic Main Street, prior to the Garden Grove Strawberry Festival Parade. In addition to the parade route on Euclid Street and Chapman Avenue, the 5K will require the partial closure of Historic Main Street and Acacia Parkway. Streets will be closed from 6:00 a.m. to 10:00 a.m. that day. We’re expecting approximately 1,000 participants. The estimated cost to the City is $13,000.
The Sister City Association of Garden Grove is a non -profit 501(c)(3) organization dedicated to furthering the knowledge and understanding between Garden Grove and its sister city Anyang, Republic of Korea, while providing Garden Grove students the unique opportunity to travel abroad. All proceeds from the Strawberry Stomp 5K will go toward the organization’s 2026 Student Exchange Program.
If you need further information, please email [email protected].
Sincerely,
Neal Manalansan, Treasurer
Sister City Association of Garden Grove
P.O. Box CI
Garden Grove, CA 92842
[email protected]
www.ggsistercity.org
11 Item 461/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: John Montanchez
Dept:
City Manager Dept: Community Services
Date: 11/12/2024
Subject: Consideration of a written request from the Honoring Our Fallen organization to waive the City’s showmobile stage rental fee for the 2024 Jingle Jam event on Friday, December 13, 2024. (Action Item)
OBJECTIVE
To transmit a letter on behalf of Honoring Our Fallen requesting that the City Council consider waiving the rental fee for use of the City’s showmobile stage for the annual Jingle Jam event scheduled on Friday, December 13, 2024 at Eastgate Park.
BACKGROUND
For the 2024 Jingle Jam event, Honoring Our Fallen will be the sponsoring non -profit organization. The community event is a free and festive night of holiday activities that include photos with Santa, train rides, stage performances from local groups and students, a vendor village and craft activities.
Honoring Our Fallen is a 501(c)3 organization that is in good standing with the Internal Revenue Service.
DISCUSSION
Honoring Our Fallen is requesting City Council approval to waive the rental fee for use of the City’s showmobile stage for this year’s Jingle Jam event scheduled on Friday, December 13, 2024 at Eastgate Park.
FINANCIAL IMPACT
Approval of this request will forego the revenue that would otherwise be collected for the rental of the City’s showmobile stage, in the amount of $350.
12 Item 461/2024
RECOMMENDATION
It is recommended that the City Council:
Consider the written request from Honoring Our Fallen to waive the rental fee of $350 for use of the City’s showmobile stage for the Jingle Jam event on Friday, December 13, 2024 at Eastgate Park.
By: Janet Pelayo, Deputy Director
ATTACHMENT(S)
1. Letter Request from Honoring Our Fallen for 2024 Jingle Jam event
13 14
Item 446/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: Lizabeth Vasquez
Dept:
City Manager Dept: City Clerk
Date: 11/12/2024
Subject: Adoption of Proclamation celebrating November 10th through 16th, 2024, as Nurse Practitioners Week. (Action Item)
Attached is a Proclamation declaring the week of November 10th through 16th, 2024, as Nurse Practitioners Week in Garden Grove, recommended for adoption.
ATTACHMENT
Proclamation
15 Proclamation
“National Nurse Practitioner Week”
November 10 - 16, 2024
Whereas, nurse practitioners (NPs) serve as trusted frontline providers of health care for patients in California; and
Whereas, NPs are advanced practice registered nurses (APRNs) who have advanced clinical education and training building upon their initial registered nurse preparation; and
Whereas, there are 385,000 licensed nurse practitioners in the United States, and over 40,000 NPs in California providing primary, acute and specialty care to patients of all ages and backgrounds; and
Whereas, nurse practitioners diagnose, treat, prescribe medications and other treatments to patients through a caring, patient-centered, holistic model of care; and
Whereas, citizens of our state and nation have great trust in the high-quality care nurse practitioners provide, resulting in over one billion patient visits annually to NPs across the country; and
Whereas, five decades of research demonstrates the high quality of care provided by nurse practitioners; and
Whereas, leading governmental and policy entities including the National Academy of Medicine, National Council of State Boards of Nursing, National Governors Association and Federal Trade Commission have taken notice of the benefits of nurse practitioner Full Practice Authority and have endorsed such a regulatory model; and
NOW, THEREFORE, the Garden Grove City Council, do es hereby declare in recognition of the countless contributions that nurse practitioners have made over the past half century and will continue to make to the health and well-being of citizens in our state, November 10
th through 16th, 2024, as Nurse Practitioner Week.
November 12, 2024
16 Item 468/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: Laura Stover
Dept:
City Manager Dept: Human Resources
Date: 11/12/2024
Subject: Adoption of a Resolution amending the Memorandum of Understanding between the City of Garden Grove and the Garden Grove Police Association. (Action Item)
OBJECTIVE
To obtain City Council approval of a resolution to amend the Memorandum of Understanding (hereinafter “MOU”) with the Garden Grove Police Association (hereinafter “Union”) to extend it for an additional two (2) years and provide an adjustment to wages and benefits.
BACKGROUND
The current MOU expires on June 30, 2025. The City, at the request of the Union engaged in a dialogue with the Union and agreed to an exten sion of the current contract. Once approved, the extended MOU will expire on June 30, 2027.
DISCUSSION
The City and Union agreed to extend the current MOU, which expires June 30, 2025, to June 30, 2027. The City and the Union also agreed to the following:
A three percent (3.0%) base salary increase effective July 2025. Add one (1) percent to step “I” in July 2026.
Create a new step “J” with the rate to be four (4) percent higher than step “I” in July 2026.
Eliminate Steps B and C of the salary schedule in July 2026. Add a “Me too Clause” for Medical benefit contributions for the term of this contract.
FINANCIAL IMPACT
The cost of the 3% COLA increase in Fiscal Year 2025-26 for Union members is approximately $1.3 million per year. The cost of adding 1% to step “ I”, plus creating a step “J”, which is 4% above the new Step “I” , and elimination of steps “B’ and “C” in Fiscal Year 2026 -27 is 17 Item 468/2024
approximately $ 2.3 million . The cost impact for salary and step changes will total approximately $4.9 million over the two years.
These increases will be incorporated into the Fiscal Years 2025 through 2027 biennial budget when the budget is prepared for adoption in June 2025.
RECOMMENDATION
It is recommended that the City Council:
Adopt the attached Resolution to approve the amendment to the Memorandum of Understanding between the Garden Grove Police Association and the City of Garden Grove.
ATTACHMENT(S)
1. Resolution - POA MOU Amendment
18 GARDEN GROVE CITY COUNCIL
RESOLUTION NO. XXXX-XX
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GARDEN GROVE AMENDING
THE MEMORANDUM OF UNDERSTANDING ON SALARIES, WAGES, AND FRINGE BENEFITS FOR THE TERM 2022-2025 BY AND BETWEEN THE GARDEN GROVE
POLICE ASSOCIATION AND THE CITY OF GARDEN GROVE
WHEREAS, the Garden Grove Police Association expressed interest in an extension of the current Memorandum of Understanding for an additional two years;
WHEREAS, the City Council of the City of Garden Grove is amendable to adding two years to the Police Association’s Memorandum of Understanding and provide an adjustment to wages and benefits as specified hereunder;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF GARDEN GROVE DOES HEREBY RESOLVE:
The Memorandum of Understanding on Salaries, Wages, and Fringe Benefits 2022- 2025, by and between the Garden Grove Police Association and the City of Garden Grove, as approved and adopted by City Council Resolution 9726-22 is hereby amended as follows:
A. The term of this MOU shall be extended two full years, i.e., the new term of the MOU shall be April 16, 2022 through June 30, 2027.
B. Article II, Section 1 (“Wages”) is amended to read as follows:
Effective in the pay period following July 1, 2025, all members of the bargaining unit shall receive a three percent (3%) increase to base salary.
Effective in the pay period following July 1, 2026, one percent (1%) shall be added to Step “I” of the salary schedule.
Effective in the pay period following July 1, 2026, step “J” (a four percent (4%) step) on the sa lary schedule shall be created. M embers of the bargaining unit who, as of July 1, 2026, have been in step “I” for over a year may be eligible for a merit increase.
Effective in the pay period following July 1, 2026, steps “B” and “C” shall be eliminated.
19 C. Article III, Section 3 (“Cafeteria Plan”) is amended to read as follows:
If, during the term of this agreement, the Ci ty provides any of its bargaining units with a with fringe benefit contribution increase for the cafeteria plan, then the City shall also provide members of the Police Association with the same increase, effective on the same date as the increase provided.
20 Item 466/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: Ursula Luna-Reynosa
Dept:
City Manager Dept: Economic Development and
Housing
Date: 11/12/2024
Subject: Adoption of the Relocation Plan for the Single Family Household Residing at 12371 Harbor Boulevard, Garden Grove, CA 92840 (Cost: $131,000) (Action Item)
OBJECTIVE
For the City Council to consider adoption of the Relocation Plan prepared in connection with a single-family residence located at 12731 Harbor Boulevard, Garden Grove, CA 92840.
BACKGROUND
In July 2013, the City acquired the real property located at 12371 Harbor Boulevard, identified as Assessor’s Parcel No. 231 -451-40, with the intent of building a new fire station. At the time of purchase, the property was leased to an existing low-income household, and the City maintained the original lease terms and monthly rental amount. Due to the propert y’s deteriorating condition, the household will be permanently relocated, and the home will be demolished. The City retained Overland, Pacific & Cutler (“Consultant”), a division of TranSystems, to prepare a Relocation Plan and provide relocation assistance to the affected household in accordance with State regulations.
The California Relocation Assistance Law, Government Code Section 7260, et seq., and the implementing regulations in Title 25 of the California Code of Regulations Section 6000, et seq., are the State laws that govern relocation assistance and benefits (collectively referred to as “Relocation Law”). The Relocation Law requires preparation, public availability, and action by the legislative body on a Relocation Plan in the event of displacement. The City Council is vested with the authority to review and take action on relocation plans for the City.
DISCUSSION
On May 28, 2024, the City authorized the Consultant to initiate the relocation process. The Relocation Plan was prepared based on interviews with the impacted househ old utilizing a survey method to collect information on household size and composition, gross household income, current housing costs, relocation area preferences, and other special needs. On 21 Item 466/2024
September 30, 2024, the draft Relocation Plan was made available for the required 30-day review period, allowing the household to provide comments, which were then incorporated into the final Relocation Plan.
Following City Council approval, the impacted household will not be required to move without receiving at least 90-days advance written notice from the City. During this period, the eligible displaced household will receive relocation assistance and benefits pursuant to Relocation Law, with the following provisions:
1. Comprehensive relocation advisory assistance will be provided, including in-person oral, and written communication in the language most easily unde rstood by the displaced household;
2. Adequately inform household of the relocation assistance benefits, polices, practices, and procedures, including grievance procedure;
3. Provide fair and reasonable relocation payments;
4. Provide the services offered in the City’s relocation assistance program, and
5. Provide orderly, timely, and efficient relocation to comparable replacement ho using without regard to race, color, religion, sex, marital status, or national origin with minimum hardship.
FINANCIAL IMPACT
The relocation costs are estimated to be $131,000, and will be absorbed by the department's existing budget. No additional appropriation is deemed necessary currently. Overall General Fund budget will be evaluated during mid -year review, and adjustments would be made if needed.
RECOMMENDATION
It is recommended that the City Council:
Adopt the attached Relocation Plan; and
Authorize the City Manager, or designees, to implement the Relocation Plan and make minor modifications to the relocation payment amount, as appropriate thereto, on behalf of the City.
ATTACHMENT(S)
1. Relocation Plan - 12731 Harbor Boulevard
22 1
City of Garden Grove
Housing Project
RELOCATION PLAN
PREPARED FOR:
City of Garden Grove
Economic Development and Housing Department
11222 Acacia Parkway
Garden Grove, CA 92840
PREPARED BY:
Overland Pacific & Cutler, LLC, a division of TranSystems 5000 Airport Plaza Drive, Suite 250
Long Beach, CA 90815
(562) 304-2000
August 2024
23 2
TABLE OF CONTENTS
INTRODUCTION 3
I. PROJECT DESCRIPTION 5
A. REGIONAL LOCATION 5
B. PROJECT SITE LOCATION AND DESCRIPTION 6 II. ASSESSMENT OF RELOCATION NEEDS 7
A. SURVEY METHOD 7
B. TENANT DATA 7
1. Current Occupants 7
2. Replacement Housing Needs 7
3. Income 7
4. Ethnicity/Language 7
5. Senior/Handicapped Households 8
6. Preferred Relocation Area 8
III. RELOCATION RESOURCES 9
A. METHODOLOGY 9
B. REPLACEMENT HOUSING AVAILABILITY 9
1. Residential Rental Housing 9
2. Summary 9
C. RELATED ISSUES 10
1. Concurrent Residential Displacement 10 IV. THE RELOCATION PROGRAM 11
A. ADVISORY ASSISTANCE 11
B. RELOCATION BENEFITS 13
1. Residential Moving Expense Payments 13
2. Rental Assistance to Tenants Who Choose to Rent 14
3. Downpayment Assistance to Tenants Who Choose to Purchase 16 C. PROGRAM ASSURANCES AND STANDARDS 16
D. GENERAL INFORMATION REGARDING THE PAYMENT OF RELOCATION BENEFITS16 E. LAST RESORT HOUSING 17
F. RELOCATION TAX CONSEQUENCES 18
V. ADMINISTRATIVE PROVISIONS 19
A. NOTICES 19
B. PRIVACY RECORDS 20
C. GRIEVANCE PROCEDURES 20
D. EVICTION POLICY 20
E. CITIZEN PARTICIPATION 21
F PROJECTED DATE OF DISPLACEMENT 21
G. ESTIMATED RELOCATION COSTS 21
LIST OF TABLES
TABLE 1: Availability and Cost of Replacement Rental Housing 9 TABLE 2: Schedule of Fixed Moving Payments 14 TABLE 3: Computation of Rental Assistance Payments 15
LIST OF EXHIBITS
EXHIBIT A: HUD Income Levels – Orange County
EXHIBIT B: Residential Informational Brochures
EXHIBIT C: Notice of Eligibility
EXHIBIT D: 90 Day Vacate Notice
EXHIBIT E: Public Comments & Responses
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INTRODUCTION
The City of Garden Grove (City) will be demolishing a single-family residence located at 12371 Harbor Boulevard, Garden Grove, CA. (Site). The Site is currently improved with one, three- bedroom single -family residence (SFR) with an attached garage . The dwelling is currently occupied by one household that will need to be permanently relocated.
Due to the home being in disrepair, the household will be permanently relocate d and the house will be demolished. The City will be utilizing City General funds to demolish the existing residence. There is no specific Project planned at this time. The City may plan to develop the Site in the future with federal or state public funding. The City has reviewed the Plan and found it consistent with the local housing element.
The City has retained Overland, Pacific & Cutler, LLC (OPC) , a division of TranSystems, to prepare a Relocation Plan and to provide relocation assistance to the impacted household. This Plan conforms to California Relocation Assistance Law, Government Code Section 7260, et seq. (Law), the Relocation Assistance and Real Property Acquisition Guidelines adopted by the Department of Housing and Community Development as in Title 25, California Code of Regulations Section 6000, et seq. (Guidelines) and SB 330/SB 8 and AB 1482, as applicable.
As of the date of this Plan, the Project would cause the permanent displacement of one household that would be eligible for relocation assistance. The needs and characteristics of the permanent displacees are to provide assistance to each affected person and are general subjects of this Relocation Plan (Plan).
This Plan is organized in five sections:
1. Project description (SECTION I);
2. Assessment of the relocation needs of persons subject to displacement (SECTION II);
3. Assessment of available replacement housing units within proximity to the Project site (SECTION III);
4. Description of relocation program (SECTION IV);
5. Description of outreach efforts, Project timeline and budget (SECTION V).
One-for-One Replacement Unit Requirement
The Housing Crisis Act of 2019 (SB 330) and SB 8 dictates replacement requirements for certain “protected units”. Protected Units include a variety of different scenarios: rent controlled units, units occupied by low -income tenants, units with low -income rent levels, units where an Ellis Act eviction has taken pl ace in the last 10 years, and units with BMR rents instituted as part of a deed restriction or covenant.
Developers are required to replace all units fitting these descriptions as part of any development on a site with existing housing. All Protected Units that existed on site within the last five years must be replaced with equivalent sized units in the new development.
Existing tenants to be permanently displaced from a Protected Unit must be offered the Right of First Refusal as follows:
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A right of first refusal for a comparable dwelling unit available in the new development affordable to the household at an affordable rent or affordable housing cost based on household income.
And finally, existing tenants to be permanently displaced must be provided with relocation assistance as required under the CRAL and Guidelines.
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I. PROJECT DESCRIPTION
A. REGIONAL LOCATION
The Project site is located in the city of Garden Grove within Orange County, north of Santa Ana and Costa Mesa , and just south of Anaheim. The property is easily accessible from Business Interstate 5 and Highway 22. Surrounding communities include Anaheim Resort, Edna Park, and Colonia Manzanilla (Figure 1: Regional Project Location).
Figure 1: Regional Project Location
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B. PROJECT SITE LOCATION AND DESCRIPTION
The Project site is located at 12371 Harbor Blvd, Garden Grove, CA 92840, generally bordered by Lampson Avenue, South Harbor Boulevard, and Twintree Avenue. The site consists of one parcel (0.14 acres) and currently has one, 987 square foot single-family dwelling with attached garage (Figure 2: Project Site Location ). The surrounding neighborhood includes other single -family dwellings, businesses, and vacant land . The site is within proximity of medical centers, a pharmacy, employment opportunities, grocery stores, public transportation and city parks. The three-bedroom house is currently occupied by one household consisting of two tenants.
Figure 2: Project Site Location
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II. ASSESSMENT OF RELOCATION NEEDS
A. SURVEY METHOD
An individual interview with the affected household was conducted by OPC staff in July 2024.
Inquiries made of the residential occupant s concerned household size and composition, income, monthly rent, length of occupancy, ethni city, home language, physical disabilities, special relocation needs, and replacement housing preferences.
B. TENANT DATA
1. Current Occupants
There is one household to be permanently relocated for the Project that is eligible for relocation assistance and benefits . The household occupies a three-bedroom, two -bathroom house and consists of two adults and no minors. The household currently pays $1,100 per month in rent, plus utilities.
2. Replacement Housing Needs
Replacement housing needs, as expressed in this plan, are defined by the total number of required replacement units and distribution o f those units by bedroom size. The projected number of required units by bedroom size is calculated by comparing current data for household size with the City’s replacement housing occupancy standards. These standards, generally, allow for up to two persons in a studio unit, three persons in a one-bedroom unit, five persons in a two-bedroom unit, seven persons in a three-bedroom unit and nine or more persons in a four-bedroom unit.
Based on available tenant data, the unit is not over-crowded. The replacement unit required for the household to be displaced is one three -bedroom single -family home . Replacement housing referrals will be in similar neighborhoods as the existing site with comparable access to community amenities and resources.
The Project site is within a densely populated residential and mixed-use area with retail shopping, personal services, restaurants, medical facilities, parks, schools, public facilities, social services, and public transportation.
3. Income
Verbal income data was provided by the household during the individual interview in July 2024 , although this information is subject to change based on verified documentation. According to income standards for Orange County (Exhibit A) adjusted for family size as published by the United States Department of Housing and Urban Development (HUD), the household qualifies as Low Income (31% - 50% AMI).
4. Ethnicity/Language
The Project residents’ ethnicities include Black/African American. Each of the residents speak, read, and understand English, therefore no translation is required.
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5. Senior/Handicapped Households
Both household occupants are senior residents (62 years or older) and one of the occupants is disabled.
If specific special needs are identified when the project occupants are ultimately displaced, appropriate steps will be taken to accommodate those needs and to locate or modify suitable replacement housing. Mobility challenges will be addressed as it relat es to replacement housing, including the need for a first-floor unit or unit in a building with an elevator, as well as potentially identifying an ADA compliant unit ADA, if applicable.
6. Preferred Relocation Area
The Project household expressed a desire to remain in Garden Grove or within the County due to the proximity to relatives . Specifically, the household indicated they would accept replacement housing in Buena Park, Cypress, and Stanton.
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III. RELOCATION RESOURCES
A. METHODOLOGY
For residential housing, a resource survey was conducted to identify available rental units within a five-mile radius from the Project site. The following sources were utilized:
-- Classified rental listings from local newspapers and For Rent publications -- Internet sources of rental opportunities
B. REPLACEMENT HOUSING AVAILABILITY
1. Residential Rental Housing
The replacement housing survey consid ered available three-bedroom single-family residences for rent in Garden Grove and in proximity to the Project site as of the date of this Plan. This data is summarized in Table 1 below.
Table 1: Availability and Cost of Replacement Rental Housing Bedrooms 3BR
# Found (# Need) 6 (1)
Rent Range $3,200 - $4,000
Median Rent $3,650
The available units identified were in residential and mixed -use neighborhoods and within five miles of restaurants, retail stores, medical facilities, social services, public transportation, parks, schools and opportunities for employment.
The median rent amount shown in the table is among the figures used to make benefit and budget projections for the Plan. This amount is, naturally, subject to change according to the market rates prevailing at the time of displacement.
2. Summary
Considering the above-described availability of replacement housing resources gathered , it appears there are an adequate number of comparable replacement housing for the residential occupants.
While adequate replacement resources exist for the tenants, based on survey results of rent al opportunities and the tenant s’ current rent, the tenants may have an increase in monthly rent.
Possible increases, if any, will be met through The City of Garden Grove’s obligation under the relocation regulations, including Last Resort Housing (LHR) requirements. (See Section IV, E).
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C. RELATED ISSUES
1. Concurrent Residential Displacement
There are no known public projects anticipated in the Project area that will cause significant displacements during the timeframe of anticipat ed Project displacements in late 2024 . No residential displacee will be required to move without both adequate notice and access to available, comparable, affordable, decent, safe and sanitary housing. 32 11
IV. THE RELOCATION PROGRAM
The City’s Relocation Program is designed to minimize hardship, be responsive to unique Project circumstances, emphasize maintaining personal contact with all affected individuals, consistently apply all regulatory criteria to formulate eligibility and benefit deter minations and conform to all applicable requirements. The relocation program to be implemented by the City will conform with the standards and provisions of the Law and Guidelines identified previously.
The City has retained Overland, Pacific & Cutler, LLC (OPC), a division of TranSystems, a multi- lingual consulting firm, to administer the Relocation Program for the permanent displacees. OPC has worked on more than 5 ,000 public acquisition and rel ocation projects for the past 4 6 years.
Experienced City officials will monitor the performance of OPC and be responsible to approve or disapprove OPC recommendations concerning eligibility and benefit determinations and interpretations of the City’s policy.
OPC staff will be available to assist any relocated person and/or household with questions about the relocation process, relocation counseling and/or assistance in relocating. Relocation staff can be contacted as follows:
Phone: (800) 400-7356
Hours: 8:00 am to 5:00 pm Monday through Friday and are available via voicemail and/or cellular phones after hours.
Office Address: 5000 Airport Plaza Drive, Suite 250, Long Beach, CA 90815.
Eligible individuals, who need to permanently move from their existing home, will receive relocation assistance. The relocation program consists of two principal co mponents: advisory assistance and financial assistance (Relocation Benefits).
A. ADVISORY ASSISTANCE
Advisory assistance services are intended to:
• inform displacees about the relocation program
• help in the process of finding appropriate replacement accommodations
• facilitate claims processing
• maintain a communication link with the City
• coordinate the involvement of outside service providers
To follow through on the advisory assistance component of the relocation program and assure that the City of Garden Grove meets its obligations under the law, OPC staff will perform the following functions:
1. Distribute appropriate written information concerning the relocation program;
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2. Inform eligible project occupants of the nature of, and procedures for, obtaining available relocation assistance and benefits (Exhibit B);
3. Determine the needs of each displacee eligible for assistance;
4. Provide the residential displacee s with at least three referrals to comparable replacement housing within a reasonable time prior to displacement. Generally, a comparable replacement dwelling must satisfy the following criteria:
(a) The unit is decent, safe and sanitary - electrical, plumbing and heating systems are in good repair - no major, observable hazards or defects. The unit is adequate in size and is comparable to the displaced dwelling with respect to number of rooms, habitable living space and type and quality of construction, but not lesser in rooms or living space as necessary to accommodate the displaced person. The unit is functionally equivalent, including pprincipal features.
(b) The unit is located in an area not subjected to unreasonable adverse environmental conditions from either natural, or man -made sources, and not generally less desirable with respect to public utilities, transportation, public and commercial facilities, including schools and municipal services and reasonably accessible to the displaced person’s place of employment.
(c) The unit is available both on the private market and to all persons regardless of race, color, sex, marital status, religion or, national origin.
(d) The monthly rental rate is within the financial means of the displaced residential tenant.
5. Maintain an updated database of available housing resources, and distribute referral information to displacees for the duration of the Project;
6. Provide transportation to the residential displacee, if necessary, to inspect replacement sites within the local area;
7. Inspect replacement housing to assure it meets decent, safe and sanitary standards as described in State Relocation Regulations;
8. Supply information concerning state programs and other governmental programs providing assistance to displaced persons;
9. Assist eligible occupants in the preparation, and submission, of relocation assistance claims;
10. Provide additional reasonable services necessary to successfully relocate occupants;
11. Make benefit determinations and payments in accordance with applicable law and City’s adopted relocation guidelines;
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12. Assure that no occupant is required to move without a minimum of 90 days written notice to vacate;
13. Inform all persons subject to displacement of the City’s policies with regard to eviction and property management;
14. Establish and maintain a formal grievance procedure for use by displaced persons seeking administrative review of City’s decisions with respect to relocation assistance; and
15. Provide assistance that does not result in different or separate treatment based on or due to an individual’s sex, marital status, race, color, religion, ancestry, national origin, physical handicap, sexual orientation, and domestic partnership status.
B. RELOCATION BENEFITS
Specific eligibility requirements and benefit plans will be detailed on an individual basis with the households. In the course of personal follow -up visits, the households will be counseled as to available options and the consequences of any choice with respect to financial assistance.
Relocation benefits will be provided in accordance with the provisions of the applicable Relocation Law and Guidelines and City rules, regulations and procedures pertaining thereto. Benefits will be paid to eligible displaced persons upon submission of required claim forms and documentation in accordance with the City’s normal administrative procedures.
The City will process advance payment requests to mitigate hardships for tenants who do not have access to sufficient funds to pay move-in costs such as first month’s rent and/or security deposits.
Approved requests will be processed expeditiously to help avoid the loss of desirable, appropriate replacement housing.
1. Residential Moving Expense Payments
All eligible residential occupants to be permanently relocated will be eligible to receive a payment for moving expenses. Moving expense payments will be made based upon the actual cost of a professional move, a self-move payment not to exceed the approved move bid by a professional mover or a fixed payment based on a room -count schedule, or a combination of options.
a. Actual Cost (Professional Move)
Displacees may elect to have a licensed professional mover perform the move. The actual cost of the moving services, based on at least two acceptable bids, will be compensated by City in the form of a direct payment to the moving company up on presentation of an invoice. Transportation costs are limited to a distance of 50 miles in either case. In addition to the actual move, costs associated with utility re-connections (i.e., gas, water, electricity, telephone, and cable, if any), are eligible for reimbursement.
b. Fixed Payment (based on Room Count Schedule)
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An occupant may elect to receive a fixed payment for moving expenses which is based on the number of rooms occupied in the displacement dwelling or ancillary structures on the property. In this case, the person to be relocated takes full responsibility for the move. The fixed payment includes all utility connections as described in (a), above.
The current schedule for fixed moving payments is set forth in Table 2 following:
2. Rental Assistance for Tenant Occupants Who Choose to Rent
To be eligible to receive the rental assistance benefits, a displaced tenant household has to rent or purchase and occupy a decent, safe, and sanitary replacement dwelling within one year from the date they move from the displacement dwelling.
Based upon the available data regarding Project displacees, the displaced households may qualify for, and may be eligible to apply for, relocation benefits under the State Regulations, including rental assistance.
Except in the case of Last Resort Housin g situations, payments to households under the State Regulations will be payable over a 42 -month period and limited to a maximum of $5,250 as stated under State guidelines. The assistance to be offered within this program is explained in detail in the informational brochure that will be provided to each household (Exhibit B).
TABLE 2: Schedule of Fixed Moving Payments (effective as of August 2021) Unfurnished Dwelling
One room $780
Two rooms $1,000
Three rooms $1,250
Four rooms $1,475
Five rooms $1,790
Six rooms $2,065
Seven rooms $2,380
Eight rooms $2,690
each additional room $285
Furnished Dwelling
First Room $510
$85
Each additional room $100
$85
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Table 3 on the following page portrays an example of a benefits determination under State Regulations:
TABLE 3: Example Computation of Rental Assistance Payments
1. Old Rent $650 Old Rent and Utilities
or
2. Ability to Pay $700 30% of the Adjusted, Monthly, Gross Household Income*
3. Lesser of lines 1 or 2 $650 Base Monthly Rental Subtracted From:
4. Actual New Rent $750 Actual New Rent and Utilities
or
5. Comparable Rent $775 Determined by City (includes utilities)
6. Lesser of lines 4 or 5 $750
7. Yields Monthly Need: $100 Subtract line 3 from line 6 Rental Assistance $4,200 Multiply line 7 by 42 months
*Gross adjusted income means the total amount of annual income of a household less the following: (1) a deduction for each dependent in excess of three; (2) a deduction of 10% of total income for the elderly or disabled head of household; (3) a deduction f or recurring extraordinary medical expenses defined for this purpose to mean medical expenses in excess of 3% of total income, where not compensated for, or covered by insurance or other sources; (4) a deduction of reasonable amounts paid for the care of c hildren or sick or incapacitate family members when determined to be necessary to employment of head of household or spouse, except that the amount shall not exceed the amount of income received by the person who would not otherwise be able to seek employment in the absence of such care.
Rental Assistance payment amounts are equal to 42 times the difference between the base monthly rent and the lesser of:
(i) The monthly rent and estimated average monthly cost of utilities for a comparable replacement dwelling; or
(ii) The monthly rent and estimated average monthly cost of utilities for the decent, safe, and sanitary replacement dwelling actually occupied by the displaced person.
The base monthly rent for the displacement dwelling is the lesser of:
(i) The average monthly cost for rent and utilities at the displacement dwelling for a reasonable period prior to displacement, as determined by the City; or (ii) Thirty percent (30%) of the displaced person’s average, monthly gross household income if the amount is classified as low-income. If a displacee refuses to provide appropriate evidence of income or is a dependent, the base monthly rent 37 16
shall be determined to be the average monthly cost for rent and utilities at the displacement dwelling; or
(iii) The total of the amount designated for shelter and utilities if receiving a welfare assistance payment from a program that designated the amounts for shelter and utilities
3. Downpayment Assistance to Tenants Who Choose to Purchase
The displaced household may opt to apply the entire benefit amount for which they are eligible toward the purchase of a replacement unit (Guidelines 49 CFR 24.402(b)).
Residential tenants, who are otherwise eligible to receive the Rental Assistance Payment described above, may choose to receive a lump sum payment equal to forty-two months of rental subsidy (including Last Resort Housing benefits) to purchase a new home.
A displaced household, who chooses to utilize up to the full amount of their rental assistance eligibility (including any Last Resort benefits) to purchase a home, will have the funds deposited in an open escrow account, provided that the entire amount is used for the downpayment and eligible, incidental costs associated with the purchase of a decent, safe, and sanitary replacement home. A provision shall be made in the escrow arrangements for the prompt return of City funds, in the event escrow should fail to close within a reasonable period of time.
Final determination about the type of relocation benefits and assistance for which the household is eligible will be determined upon verification of the household’s occupants, ages, length of occupancy and income.
C. PROGRAM ASSURANCES AND STANDARDS
Adequate funds are available to relo cate the displaced household. Relocation assistance services will be provided to ensure that displacement does not result in different or separate treatment of households based on race, nationality, color, religion, national origin, sex, marital status, familial status, disability or a ny other basis protected by the federal Fair Housing Amendments Act, the Americans with Disabilities Act, Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, the California Fair Employment & Housing Act, and the Unruh Act , as well as any other arbitrary or unlawful discrimination.
D. GENERAL INFORMATION REGARDING THE PAYMENT OF RELOCATION
BENEFITS
Claims and supporting documentation for relocation benefits must be filed with the City no later than 18 months after the date of displacement.
The procedure for the preparation and filing of claims and the processing and delivery of payments will be as follows:
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1. Claimant(s) will provide all necessary documentation to substantiate eligibility for assistance;
2. OPC and City staff will review all necessary documentation including, but not limited to, scopes-of-service, invoices, lease documents and escrow material before reaching a determination as to which expenses are eligible for compensation;
3. Required claim forms will be prepared by OPC staff and presented to the claimant for review. Signed claims and supporting documentation will be returned to relocation staff and submitted to the City;
4. The City will review and approve claims for payment, or request additional information;
5. The City will issue benefit checks to be disbursed to the claimants via personal delivery;
6. Final payments to residential displacee s will be issued after confirmation that the Project premises have been completely vacated, and actual residency at the replacement unit is verified;
7. Receipts of payment and all claim material will be maintained in the relocation case file.
E. LAST RESORT HOUSING
Based on data derived from the Project site occupants and costs of replacement housing resources, it is anticipated that “comparable replacement housing” may not be available as required for the households. Specifically, for renters, when the computed replacement housing assistance eligibility exceeds $ 5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceeds 30% of the person’s average monthly income, Last Resort Housing will have to be provided.
Therefore, if the Project is to go forward, the City will authorize its funds or funds authorized for the Project to provide housing of last resort. Funds will be used to make payments in excess of the monetary limit specified in the statute ($5,250); hence, satisfying the requirement that “comparable replacement housing” is available.
A displaced tenant household will be entitled to consideration for supplementary benefits in the form of Last Resort Housing assistance when the computed replacement housing assistance eligibility exceeds $5,250 or replacement dwelling monthly rental costs (including utilities and other reasonable recurring expenses) exceed 30% of the person’s average monthly income (financial means) or when a tenant fails to meet the 90-day occupancy requirement and comparable replacement rental housing is not available wi thin the displaced person’s financial means.
Calculations of Last Resort rental assistance benefits for tenants who fail to meet the 90 -day occupancy requirement will be bas ed solely on household income. Non-90-day qualifiers must meet basic eligibility requirements applied to all other displacees.
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Recipients of Last Resort rental assistance, who intend to purchase rather than re-rent replacement housing, will have the right to request a lump sum payment of all benefits in the f orm of downpayment assistance. Tenant households receiving periodic payments will have the option to request a lump sum payment of remaining benefits to assist with the purchase of a decent, safe and sanitary dwelling.
F. RELOCATION TAX CONSEQUENCES
In general, relocation payments are not considered income for the purpose of Division 2 of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986 (Title 26, U. S. Code), or for the purpose of determining the eli gibility or the extent of eligibility of any person for assistance under the Social Security Act (42 U. S. Code 301 et seq.) or the Personal Income Tax Law, Part 10 (commencing with Section 17001) of the Revenue and Taxation Code, or the Bank and Corporation Tax Law, Part II (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. The above statement on tax consequences is not intended as tax advice by the City or OPC. Displacees are responsible for consulting with their own tax advisors concerning the tax consequences of relocation payments.
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V. ADMINISTRATIVE PROVISIONS
A. NOTICES
Each notice, which the City is required to provide to a Project site occupant, shall be personally delivered or sent by certified or registered first-class mail, return receipt requested and documented in the case file. Each notice will be written in plain, understandable language. Each notice will indicate the name and telephone number of a person who may be contacted for answers to questions or other needed help.
There are three principal notices to be issued under the State Relocation Regulations:
1) Information Statement
2) Notice of Relocation Eligibility
3) Ninety-Day Vacate Notice
The Informational Statement is intended to provide potential relocatees with a general written description of the City’s relocation program and basic information concerning benefits, conditions of eligibility, noticing requirements and appeal rights (Exhibit B). The Information Statement will be provided to the Project household as early as feasible.
A Notice of Relocation Eligibility (NOE) will be distributed to each residential relocatee. The NOE to the residential relocatee contains a determination of eligibility for relocation as sistance and a computation of maximum entitlement s based on information provided by the affected household and the analysis of comparable replacement properties identified by relocation staff (Exhibit C). The Notice of Eligibility will be issued as early as feasible.
No lawful occupant will be required to move without having received at least 90 days advance written notice of the earliest date by which the m ove will be necessary (Exhibit D). The 90-day vacate notice will either state a specific date as the earliest date by which the occupant may be required to move or state that the occupant will receive a further notice indicating, at least 60 days in advance, the speci fic date of the required move. The 90-day notice will not be issued to any residential displacee before a comparable replacement dwelling has been made available.
In addition to the three principal notices, OPC staff will issue timely written notification in the form of a Reminder Notice, which discusses the possible loss of rights and sets the expiration date for the loss of benefits to those persons who:
1) are eligible for monetary benefits,
2) have moved from the acquired property, and
3) have not filed a claim for benefits.
A Reminder Notice will be issued to all non-responsive relocatees no later than within the last six months prior to the filing expiration date.
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B. PRIVACY OF RECORDS
All information obtained from displacees is considered confidential and will not be shared without the consent of the displacee or the City. City staff will comply with federal regulations concerning the safeguarding of relocation files and their contents.
C. GRIEVANCE PROCEDURES
A person who is dissatisfied with a determination as to eligibility for benefits, a payment amount, the failure to provide comparable housing, or the City’s property management practices may file a Relocation Assistance Appeal Form or any other written form of appeal with the City and have the right of administrative review. The City’s appeal policies will follow the standards described in Article 5, Section 6150 et seq., Title 25, Chapter 6, State of California, Department of Housing and Community Development Program guidelines.
Requests for administrative review and informal hearings will be directed to the City’s Housing Manager. All requests for review will receive written responses from the City within three weeks of their receipt. If an informal appeal is denied, appellants will be entitled to file a written request for a formal hearing before an impartial and independent hearing officer.
The appellant does not have to exhaust administrative remedies first; the appeal/grievance can either go directly to the City , directly to HCD or directly to the Court. Any person and/or organization directly affected by the relocation plan may petition the Department of Housing and Community Development (HCD), located at 2020 West El Camino Ave., Sacramento, CA 95833 to review the relocation plan.
More detail concerning the appeals process will be provided upon request. Appellants will retain their appeal rights for up to 18 months following the date of displacement from the Project premises or receipt of final payment for relocation benefits, whichever is later.
D. EVICTION POLICY
1. Eviction may cause the forfeiture of a displacee’s right to relo cation assistance or benefits. Relocation records will be documented to reflect the specific circumstances surrounding any eviction action.
2. Eviction may be undertaken for one, or more of the following reasons:
(a) Failure to pay rent, except in those cases where the failure to pay is due to City’s failure to keep the premises in habitable condition; is the result of harassment or retaliatory action; or, is the result of discontinuation, or a substantial interruption of services;
(b) Performance of a dangerous, and/or illegal act in the unit; (c) A material breach of the rental agreement, and failure upon notification to correct said breach within 30 days of Notice;
(d) Maintenance of a nuisance, and failure to abate such nuisance upon notification within a reasonable time following Notice; 42 21
(e) Refusal to accept one of a reasonable number of offers of replacement dwellings; and/or,
(f) A requirement under State, or local law or emergency circumstances that cannot be prevented by reasonable efforts on the part of the City.
E. CITIZEN PARTICIPATION
As the process for considering the Project moves forward, the City will observe the following protocol:
1. Provide affected tenants with full and timely access to documents relevant to the relocation program.
2. Encourage meaningful participation in reviewing the relocation plan and monitoring the relocation assistance program; including the Project area occupants, neighborhood groups and community organizations forming a relocation committee, if applicable;
3. Provide technical assistance necessary to interpret elements of the Relocation Plan and other pertinent materials;
4. Issue a general notice concerning the availability of the Plan for public review, as required, 30 days prior to its proposed approval; and
5. Include written or oral comments concerning the Plan as an attachment (Exhibit E) when it is forwarded to the local governing body for approval.
F. PROJECTED DATE OF DISPLACEMENT
The City anticipates the date specific Vacate Notices will be issued to the Project occupants in September 2024, with the Site being vacant by end of December 2024.
G. ESTIMATED RELOCATION COSTS
The total budget estimate for relocation -related payments for this Project , including a 10% contingency, is $131,000 (rounded). This is an estimate only and not a statement of actual entitlement for the tenants.
The estimated relocation budget does not include any payments related to property acquisition. In addition, the budget does not consider the cost of any services necessary to implement the Plan and complete the relocation element of the Project.
If the Project is implemented, and circumstances arise that should change either the number of residential occupants and/or the amount of relocation benefits’ entitlements estimated, the City will authorize any additional funds th at may need to be appropriated. The City pledges to appropriate, on a timely basis, the funds necessary to ensure the successful completion of the Project, including funds necessary for LRH as indicated in Section IV, E, of this Plan to meet its obligation under the relocation regulations.
43 EXHIBIT A
HUD INCOME LIMITS – ORANGE COUNTY
The following figures are approved by the U. S. Department of Housing and Urban Development (HUD) for use in the County of Orange to define and determine housing eligibility by income level.
Area Median - $129,000
Persons/Household 1 2 3 4 5 6 7 8
Very Low 55,250 63,100 71,050 78,900 85,250 91,550 97,850 104,150 Extremely Low 33,150 37,900 42,650 47,350 51,150 54,950 58,750 62,550 Low 88,400 101,000 113,650 126,250 136,350 146,450 156,550 166,650
Figures are per the Department of Housing and Urban Development (California), updated in April 2024.
44 EXHIBIT B
RESIDENTIAL INFORMATIONAL BROCHURE
45 Relocation Assistance
Informational Statement
for Families and Individuals
(CA State)
Displacing Agency:
<<NAME>>
Project Name:
<<NAME>>
Displacing Agency Representative:
<<NAME>>
Informational Statement Content:
1. General Information
2. Assistance in Locating a Replacement Dwelling
3. Moving Benefits
4. Replacement Housing Payment - Tenants and Certain Others
5. Section 8 Tenants
6. Replacement Housing Payment – Homeowners
7. Qualification for and Filing of Relocation Claims
8. Last Resort Housing Assistance
9. Rental Agreement
10. Evictions
11. Appeal Procedures – Grievance
12. Tax Status of Relocation Benefits
13. Non-Discrimination and Fair Housing
14. Additional Information and Assistance Available
Spanish speaking agents are available. Si necesita esta información en español, por favor llame a su agente.
46 Informational Statement for Families and Individuals (CA State)
1. GENERAL INFORMATION
The dwelling in which you now live will be removed by the City. If and when the project proceeds, and it is necessary for you to move from your dwelling, you may be eligible for certain benefits. You will be notified in a timely manner as to the date by which you must move. Please read this information, as it will be helpful to you in determining your eligibility and the amount of the relocation benefits you may recei ve under the state law. You will need to provide adequate and timely information to determine your relocation benefits. The information is voluntary, but if you don’t provide it, you may not receive the benefits , or it may take longer to pay you. We suggest you save this informational statement for reference.
The City has retained the professional firm of Overland, Pacific & Cutler, LLC (OPC) to provide relocation assistance to you. The firm is available to explain the program and benefits. Their address and telephone number is listed on the cover.
PLEASE DO NOT MOVE PREMATURELY. THIS IS NOT A NOTICE TO VACATE YOUR DWELLING. However, if you desire to move sooner than required, you must contact your agent at OPC so you will not jeopardize any benefits. This is a general informational brochure only and is not intended to give a detailed description of either the law or regulations pertaining to the City’s relocation assistance program.
Please continue to pay your rent to the City, otherwise you may be evicted and jeopardize the relocation benefits to which you may be entitled to receive.
2. ASSISTANCE IN LOCATING A REPLACEMENT DWELLING
The City, through its representatives, will assist you in locating a comparable replacement dwelling by providing referrals to appropriate and available housing units. You are encouraged to actively seek such housing yourself.
When a suitable replacement dwelling unit has been found, your relocation agent will carry out an inspection and advise you as to whether the dwelling unit meets decent, safe and sanitary housing requirements. A decent, safe and sanitary housing unit provi des adequate space for its occupants, proper weatherproofing and sound heating, electrical and plumbing systems. Your new dwelling must pass inspection before relocation assistance payments can be authorized.
3. MOVING BENEFITS
If you must move as a result of displacement by the City, you will receive a payment to assist in moving your personal property. The actual, reasonable and necessary expenses for moving your household belongings may be determined based on the following methods:
• A Fixed Moving Payment based on the number of rooms you occupy (see below); or • A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills; or
• A combination of both (in some cases).
For example, you may choose a Self-Move, receiving a payment based on the Fixed Residential Moving Cost Schedule shown below, plus contract with a professional mover to transport your grand piano 47 and /or other items that require special handling. In this case, there may be an adjustment in the number of rooms which qualify under the Fixed Residential Moving Cost Schedule.
A. Fixed Moving Payment (Self-Move)
A Fixed Moving Payment is based upon the number of
rooms you occupy and whether or not you own your
own furniture. The payment is based upon a schedule
approved by the Developer, and ranges, for example,
from $510.00 for one furnished room to $2,690.00 for
eight rooms in an unfurnished dwelling. (For details see the table). Your relocation agent will inform you of the amount you are eligible to receive, if you choose this
type of payment.
If you select a fixed payment, you will be responsible
for arranging for your own move, and the City will
assume no liability for any loss or damage of your
personal property. A fixed payment also includes utility hook-ups and other related moving fees.
B. Actual Moving Expense (Professional Move)
If you wish to engage the services of a licensed commercial mover and have the City pay the bill, you may claim the ACTUAL cost of moving your personal property up to 50 miles. Your relocation agent will inform you of the number of competitive moving bids (if any) which may be required and assist you in developing a “mover” scope of services for City approval.
4. REPLACEMENT HOUSING PAYMENT - TENANTS AND CERTAIN OTHERS
You may be eligible for a payment of up to $5,250.00 to assist you in renting or purchasing a comparable replacement dwelling. In order to qualify, you must either be a tenant who has occupied the present dwelling for at least 90 days prior to the initiation of negotiations or an owner who has occupied the present dwelling between 90 and 180 days prior to the initiation of negotiations.
A. Rental Assistance. If you qualify, and wish to rent your replacement dwelling, your maximum rental assistance benefits will be based upon the difference over a forty -two (42) month period between the rent you must pay for a comparable replacement dwelling and the lesser of your current rent and estimated u tilities or thirty percent (30%) of your gross monthly household income. You will be required to provide your relocation agent with monthly rent and household income verification prior to the determination of your eligibility for this payment.
- OR -
B. Down-payment Assistance. If you qualify and wish to purchase a home as a replacement dwelling, you can apply up to the total amount of your rental assistance payment towards the down-payment and non-recurring incidental expenses. Your relocation agent will clarify procedures necessary to apply for this payment.
Where a tenant is sharing a dwelling with an owner-occupant and paying the owner-occupant rent for the privilege, the tenant shall not be entitled to more than one-half of the rental assistance otherwise payable.
5. SECTION 8 TENANTS
Fixed Moving Schedule
CALIFORNIA (Effective 2021)
Occupant Owns Furniture:
1 room $780
2 rooms $1,000
3 rooms $1,250
4 rooms $1,475
5 rooms $1,790
6 rooms $2,065
7 rooms $2,380
8 rooms $2,690
Each additional room $285
Occupant does NOT Own
Furniture:
1 room $510
Each additional room $100
48 When you do move, you may be eligible to transfer your Section 8 eligibility to a replacement site. In such cases, a comparable replacement dwelling will be determined based on your family composition at the time of displacement and the current housing program criteria. This may not be the size of the unit you currently occupy. Your relocation agent will provide counseling and other advisory services along with moving benefits.
6. RESERVED
7. QUALIFICATION FOR, AND FILING OF, RELOCATION CLAIMS
To qualify for a Replacement Housing Payment, you must rent or purchase and occupy a comparable replacement unit within one year from the following:
• For a tenant, the date you move from the displacement dwelling. • For an owner-occupant, the latter of:
a. The date you receive final payment for the displacement dwelling, or, in the case of condemnation, the date the full amount of estimated just compensation is deposited in court, or
b. The date you move from the displacement dwelling.
All claims for relocation benefits must be filed with the City within eighteen (18) months from the date on which you receive final payment for your property, or the date on which you move, whichever is later.
8. LAST RESORT HOUSING ASSISTANCE
If comparable replacement dwellings are not available when you are required to move, or if replacement housing is not available within the monetary limits described above, the City will provide Last Resort Housing assistance to enable you to rent or purchase a replacement dwelling on a timely basis. Last Resort Housing assistance is based on the individual circumstances of the displaced person.
Your relocation agent will explain the process for determining whether or not you qualify for Last Resort assistance.
If you are a tenant, and you choose to purchase rather than rent a comparable replacement dwelling, the entire amount of your rental assistance and Last Resort eligibility must be applied toward the down-payment and eligible incidental expenses of the home you intend to purchase.
9. RESERVED
10. EVICTIONS
Any person, who occupies the real property and is not in unlawful occupancy, is presumed to be entitled to relocation benefits. Except for the causes of eviction set forth below, no person lawfully occupying property to be purchased by the Agency will be required to move without having been provided with at least 90 days written notice from the Agency. Eviction will be undertaken only in the event of one or more of the following reasons:
• Failure to pay rent; except in those cases where the failure to pay is due to the lessor's failure to keep the premises in habitable condition, is the result of harassment or retaliatory action or is the 49 result of discontinuation or substantial interruption of services; • Performance of dangerous illegal act in the unit;
• Material breach of the rental agreement and failure to correct breach within the legally prescribed notice period;
• Maintenance of a nuisance and failure to abate within a reasonable time following notice; • Refusal to accept one of a reasonable number of offers of replacement dwellings; or • The eviction is required by State or local law and cannot be prevented by reasonable efforts on the part of the public entity.
11. APPEAL PROCEDURES - GRIEVANCE
Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by the City’s Relocation Assistance Program may have the appeal application reviewed by the City in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from the City.
12. TAX STATUS OF RELOCATION BENEFITS
California Government Code Section 7269 indicates no relocation payment received shall be considered as income for the purposes of the Personal Income Tax Law, Part 10 (commencing with Section 170 01) of Division 2 of the Revenue and Taxation Code, or the Bank and Corporation Tax law, Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code. Furthermore, federal regulations (49 CFR Part 24, Section 24.209) also indicate that no payment received under this part (Part 24) shall b e considered as income for the purpose of the Internal Revenue Code of 1954, which has been redesignated as the Internal Revenue Code of 1986. No federal dollars are anticipated for this project. Therefore, federal regulations may not apply and the IRS may consider relocation payments as income. The preceding statement is not tendered as legal advice in regard to tax consequences, and displacees should consult with their own tax advisor or legal counsel to determine the current status of such payments.
(IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained in this communication (including any attachments) was not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting marketing or recommending to another party any matters addressed herein)
13. NON-DISCRIMINATION AND FAIR HOUSING
No person shall on the grounds of race, color, national origin or sex, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under the City’s relocation assistance program pursuant to Title VI of the Civil Rights Act of 1964, Title VIII of the Civil Rights Act of 1968, and other applicable state and federal anti -discrimination and fair housing laws. You may file a complaint if you believe you have been subjected to discrimination. For details contact the City.
14. ADDITIONAL INFORMATION AND ASSISTANCE AVAILABLE
Those responsible for providing you with relocation assistance hope to assist you in every way possible to minimize the hardships involved in relocating to a new home. Your cooperation will be helpful and greatly appreciated. If you have any questions at any time during the process, please do not hesitate to contact your relocation agent at OPC.
50 EXHIBIT C
NOTICE OF ELIGBILITY
51 Notice of Eligibility
<<DATE>>
<<NAME>>
<<ADDRESS>>
Dear <<NAME>>:
<<NAME>> (called here “<<NAME>>”) is proceeding with the project known as the <<NAME>> located at <<ADDRESS>>.
You will not be required to move without at least 90 days advance written notice of the day by which you must vacate. However, you can contact us at any time for assistance with your move and to receive the benefits for which you are eligible.
This is a notice of eligibility for relocation assistance. You are eligible for relocation assistance and benefits under the City’s Relocation Assistance Program.
When you do move, you may receive assistance under the California Code of State Regulations Title 25, Division 1, Chapter 6 (Title 25).
Additional information about your benefits was previously provided to you in the Informational Statement. You are eligible to receive the following benefits:
1. RELOCATION ADVISORY ASSISTANCE provided by Overland, Pacific & Cutler, LLC (TRANSYSTEMS), a professional firm hired by the <<NAME>> to provide relocation assistance to you, such as referrals to replacement housing and help with filing for benefits.
2. MOVING EXPENSES: You will receive a payment to assist in moving your personal property. You may select one of the following payments:
A. Under Title 25
1. A Fixed Moving Payment based on the number of rooms you occupy (from Informational Statement). Your entitlement under this option for __ rooms is $________; or
2. A payment for your Actual Reasonable Moving and Related Expenses based on at least two written estimates and receipted bills; or
3. A combination of both (in some cases).
3. REPLACEMENT HOUSING ASSISTANCE: You are eligible for a replacement housing payment to rent or purchase a replacement home. The payment will be based on several factors, including the cost of a "comparable replacement dwelling" and your average household income.
A. Replacement Housing Assistance Under Title 25
If you choose assistance under the State Regulations and rent replacement housing, you may file a claim for a RENTAL ASSISTANCE payment, equal to the difference between the monthly rent 52 and utilities necessary to rent a comparable replacement dwelling (as determined by <<NAME>>) and the base monthly rent, multiplied by 42 months.
A study was completed to determine the cost of a comparable replacement dwelling for eligible occupants most nearly representative of your current dwelling. The study indicated that the dwelling located at <<ADDRESS>> with a monthly rent and estimated utilities of $_______ (rent of $________ and utilities of $______) was the most representative of your current dwelling.
Base monthly rent is defined as the lesser of:
(1) $_________, which represents the average monthly rent ($_______) and average monthly utilities ($____) at your displacement dwelling (if you are paying little or no rent, the amount is based on the economic rental value of your dwelling); or (2) $_______, which represents thirty (30) percent of your gross monthly adjusted household income (If “N/A”, income was not used in the calculation because it has been determined the income information provided was insufficient evidence of income.)
Based on the above, your base monthly rent amount is $________ and your maximum rental assistance payment is calculated below:
Maximum Rental Assistance Payment Calculation
1 Comparable Dwelling Cost $
2 Base Monthly Rent $
3 Monthly Difference (Line 1 minus Line 2) $
4 Maximum payment (difference times 42 months) $
Your actual payment depends on the cost of the replacement dwelling you decide to rent. If you rent and occupy a replacement dwelling that rents for less than the comparable dwelling, your rental assistance payment will be based on the actual cost of your replacement dwelling. If you rent and occupy a replacement dwelling that rents for more than the comparable dwelling, your rental assistance payment will be limited by the cost of the comparable dwelling.
If you BUY replacement housing (Downpayment Assistance)
You may use the amount of your rental assistance payment under Title 25 for down payment assistance. Should you choose to buy (rather than rent) a decent, safe and sanitary replacement home under Title 25, you may use the full amount of your rental assistance payment ($____________), as calculated above for a down payment and incidental expenses (typically known as “closing costs”) associated with the purchase of a replacement dwelling. Under Title 25, you are not limited in the type of home you choose.
If you have received any amount as rental supplements, then those amounts will be deducted from all eligible down payment calculations. Let us know if you would prefer to buy a replacement home, and we will help you find such housing.
To be eligible for a replacement housing payment described above, you must rent or purchase and occupy a decent, safe and sanitary replacement dwelling within 12 months, as well as file claims for replacement housing or moving payments within 18 months from the date you move from your 53 displacement dwelling. Failure to occupy the replacement dwelling or to submit claims within the above time limits could result in loss of moving and/or replacement housing benefits.
You do not have to accept any dwelling referred to you by <<NAME>>. You may choose your own replacement, but to qualify for relocation assistance payments it must first be inspected to assure that it meets the “decent, safe and sanitary” standards. For this reason, DO NOT MOVE from your home and DO NOT CONTRACT to rent or purchase a replacement dwelling without first contacting your relocation agent. The “decent, safe and sanitary” inspection is not a substitute for a professional housing inspection.
The Relocation Assistance Program is very complex. It is important that you carefully read and understand the matters explained in this notice and in the Informational Statement which was provided to you.
Any person aggrieved by a determination as to eligibility for, or the amount of, a payment authorized by <<NAME>> Relocation Assistance Program may have the appeal application reviewed by <<NAME>> in accordance with its appeals procedure. Complete details on appeal procedures are available upon request from your relocation agent.
If at any time you have questions or need assistance, please contact your relocation agent:
<<AGENT NAME>>
5000 Airport Plaza Drive, Suite 250
Long Beach, CA 90815
(800) 400-7356
Sincerely,
Attachment (referrals)
ACKNOWLEDGMENT BY OCCUPANTS
I was personally contacted by the Relocation Agent for <<NAME>>. I have been given a copy of this notice and I have had the available services and entitlements explained to me. I have been advised that the Relocation Agent will be available to assist me if any questions arise or assistance is needed.
Name: Signature: Date:
I (We) elect to receive relocation benefits under the State Regulations. I understand my State benefits include a Notice of Eligibility and Conditional Entitlement Letter (NOE) that states a maximum relocation benefit payment of $___________ RAP and $_________FMP.
Signature:
Date:
54 EXHIBIT D
NOTICE TO VACATE
55 90-Day Notice to Vacate
<<DATE>>
<<NAME>>
<<ADDRESS>>
Dear <<NAMES>>:
<<NAME>> (called here the “ <<NAME>>”) acquired the property which you occupy at <<ADDRESS>> (called here the “Premises”). <<NAME>> has now determined that it will be necessary for you to vacate the Premises.
Notice is hereby given that <<NAME>> elects to terminate your tenancy beginning <<DATE>> and ending <<DATE>>, and you are hereby to quit and deliver up possession of the property you occupy on or before <<DATE>>. If you do not vacate the Premises by that date, <<NAME>> will initiate legal proceedings to recover possession of the Premises, along with any rents and damages.
During this period, TranSystems will be available to provide assistance with referrals to replacement sites, coordination with movers and other vendors, the processing of relocation benefit claim forms, and other tasks to help facilitate your relocation. Please contact your relocation agent listed below if you have any questions regarding this notice or the relocation process. Upon vacating your unit, you are responsible for removing all of your personal property, delivering the Premises in satisfactory condition and turning in the keys to your relocation agent.
Sincerely,
_________________________ Delivered on/by: ___________/____________ Received by
X________________________ Posted on/by: ___________/______________ Recipient’s Signature
_________________________ Mailed/receipt received on: _______/_______ Date
56 EXHIBIT E
PUBLIC COMMENTS & RESPONSES
The daughter of the household contacted the City on 10/31/24 with the following comments:
- She is concerned about their household income and being able to afford replacement housing. - She confirmed that her parents have been residing in the home for 43 years. - She expressed a desire for her parent s to be able to purchase a home because they will not be able to afford to rent once the replacement housing payments have been used. - She feels that the City is being malicious in relocating her parents.
The household was contact by the relocation consultant on 11/4/24 with the following responses:
- The household was assured that we would work with her parents to receive all eligible benefits and secure replacement housing that they find suitable. - The option to convert the rental assistance payment to down payment assistance was offered if they wish to purchase.
- The daughter was assured that we will be meeting with the household in person to explain the relocation process once the plan was approved.
57 Item 449/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: Ursula Luna-Reynosa
Dept:
City Manager Dept: Economic Development and
Housing
Date: 11/12/2024
Subject: Approval of amendments to Garden Grove Loans for the Wesley Village Affordable Housing Project. (Joint Action Item with the Housing Authority)
OBJECTIVE
To request the City Council and Housing Authority consider and take action jointly on the attached four agreements affecting the Wesley Village affordable housing project, including:
(1) Amendment No. 2 to HOME Funds Commitment and Agreement, (2) Amendment No. 1 to City DA Fee Deferral Loan Note, (3) Amendment No. 1 to HOME Loan Note, and (4) Amendment No. 1 to Additional Authority Loan Note (together, “Amendments”). The Amendments aim to facilitate the Project's long-term financial feasibility and ensure continued compliance with the Limon Judgment in a joint consideration and action with the Housing Authority.
BACKGROUND
The Limon Judgement resulted from two rulings by California courts related to lawsuits filed by Marina Limon and other plaintiffs when they were displaced by the Former Redevelopment Agency from the Travel Country RV Park for future development of a hotel.
A court approved Interlocutory Judgment set out the following obligations of the Successor Agency: (a) provide additional relocation assistance and financial support to former residents of the Travel Country RV Park; (b) develop 38 very low- and low-income housing units, either newly built or substantially rehabilitated, as replacement housing (known as “Limon Replacement Housing”); and (c) give priority to the plaintiffs and former Travel Country RV Park residents for these housing units, encouraging them to apply for tenancy in the new affordable housing options.
The Wesley Village Project (“Project”) is a 47-unit mixed use affordable housing project with 31 family and 16 senior apartments along with a new preschool and ancillary commercial/retail space, developed on land owned by the United Methodist Church and ground leased to Garden Grove Housing Partners LP, a California limited partnership (“Developer”), an affiliate of Jamboree Housing Corporation (“JHC”). In 2015, the City, Housing Authority, and Developer entered into the HOME Funds Commitment and 58 Item 449/2024
Agreement (“HOME Agreement”) by which the City and Housing Authority (together, “Garden Grove”) provided financial assistance to Developer for the Project with three loans:
(1) HOME Loan of $2,010,561, (2) Additional Authority Loan of $1,600,000, and (3) City DA Fee Deferral Loan of $90,052 (collectively, “Garden Grove Loans”). A Regulatory Agreement was executed and recorded against the Project that ensures compliance with the long-term affordability, property management, maintenance, and other requirements during the 55- year Affordability Period.
Construction of the Project was completed and the City issued a final certificate of occupancy in June 2017. During Developer’s transition to permanent financing, a capital structure issue arose. The Developer obtained additional funding of $1.4M (“WV Fund Gap Loan”) from WV Fund LLC, which entity is comprised of JHC and ELOM LLC; although initially intended to be unsecured, this new loan was secured by a deed of trust recorded on March 28, 2018.
DISCUSSION
Under the HOME Agreement, the Developer’s new loan required Garden Grove’s consent.
JHC, on behalf of Developer, requested Garden Grove’s consent to the WV Fund Gap Loan and asked for certain modifications to the HOME Agreement in a letter dated April 23, 2018.
In the following months, document review and negotiations began between Garden Grove and Developer representatives, with counsel representation from Stradling Yocca Carlson & Rauth for Garden Grove and Rutan & Tucker for the Developer.
The key changes introduced in the Amendments include:
Garden Grove consent to Developer obtaining the WV Fund Gap Loan as a subordinate loan, junior to the existing Garden Grove Loans. Increase in the Tax Credit Equity to $7,356,085 (from original amount of $6,250,000) and the Deferred Developer Fee to $1,400,000 (from original amount of $501,730).
Modification of the Residual Receipts allocations, temporarily reducing the Housing Authority's share to 40% until the WV Fund Gap Loan is repaid, then reverting to 50%.
Temporary reduction in the Housing Authority's percentage of Transfer Net Proceeds and Refinancing Net Proceeds to 50% (from 75%) until the WV Fund Gap Loan is repaid.
Adjustment to the Social Services Fee, removing it from Operating Expenses and adding it to the Residual Receipts after the Deferred Developer Fee. Increase in the principal amount due under the City DA Fee Deferral Loan Note to $211,719 (from $90,052), reflecting the repayment of excess funds and City-incurred costs.
Preserving the financial viability and continued successful operation of the Wesley Village Project, in particular the 47 apartments that fulfilled Garden Grove’s separate legal obligations under the Limon Judgment, by providing required replacement housing.
59 Item 449/2024
FINANCIAL IMPACT
There is no net financial impact to the City or Housing Authority over the period of the Garden Grove Loans. However, cash flow will be impacted by reducing the Housing Authority's share of the Residual Receipts allocations and Transfer Net Proceeds and Refinancing Net Proceeds to 50% while the WV Fund Gap Loan remains outstanding.
By approving the WV Fund Gap Loan, the City enables the Project to address its capital structure issues, secure financial stability of the Developer, and preserve affordable housing for the 55-year Affordability Period. The adjustments to the Residual Receipts, Transfer Net Proceeds, and Refinancing Net Proceeds will ensure timely repayment of all loans, including the WV Fund Gap Loan, with full repayment of the Garden Grove loans remaining due upon maturity of the Notes in 2073. The modifications to the Social Services Fee enable continued provision of these services while maintaining the Project’s financial feasibility.
RECOMMENDATION
It is recommended that the City Council:
Approve Amendment No. 2 to HOME Funds Commitment and Agreement Approve Amendment No. 1 to City DA Fee Deferral Loan Note
It is recommended that the Housing Authority:
Approve Amendment No. 2 to HOME Funds Commitment and Agreement Approve Amendment No. 1 to HOME Loan Note
Approve Amendment No. 1 to Additional Authority Loan Note
By: Monica Covarrubias
Sr. Project Manager
ATTACHMENT(S)
1. Amendment No. 2 to HOME Funds Commitment and Agreement
2. Amendment No. 1 to City DA Fee Deferral Loan Note
3. Amendment No. 1 to HOME Loan Note
4. Amendment No. 1 to Additional Authority Loan Note
60 4862-9959-0627v5/022627-0008
AMENDMENT NO. 2 TO HOME FUNDS COMMITMENT AND AGREEMENT
(Garden Grove United Methodist Church Senior/Multi-Family Apartments Project) This AMENDMENT NO. 2 TO HOME FUNDS COMMITMENT AND AGREEMENT (Garden Grove United Methodist Church Senior/Multi -Family Apartments Project) (“Amendment No. 2”) is made and entered into as of November 12, 2024 (“Date of Amendment No. 2”) by and among GARDEN GROVE HOUSING AUTHORITY, a public body, corporate and politic (“Authority”), CITY OF GARDEN GROVE , a municipal corporation (“ City”), and GARDEN GROVE HOUSING PARTNERS, LP , a California limited liability partnership (“Developer”). City and Authority, together, may be referred to as “Garden Grove.” R E C I T A L S:
A. On or about June 23, 2015, Developer, Authority, and City entered into that certain HOME Funds Commitment and Agreement (Garden Grove United Methodist Church Senior/Multi-Family Apartments Project) (“Original HOME Agreement”), pursuant to which Garden Grove agreed to provide to Developer certain financial assistance, and Developer agreed to lease from the United Methodist Church certain real property located in the City of Garden Grove, County of Orange, State of California, and to develop and operate thereon (i) a forty-seven (47) unit multi-family, mixed use affordable housing project, with a phase and component developed and operated for qualified Senior Households, and a phase and component developed and operated for qualified Non- Senior/Family Households, (ii) a new preschool center, and (iii) ancillary commercial/retail space, all as further set forth therein.
B. On or about September 1, 2015 Developer and Authority entered into that certain Regulatory Agreement with Right of First Offer (“Original Regulatory Agreement”), which was recorded on September 11, 2015 in the Official Records, County of Orange, State of California (“Official Records”) as Instrument No. 2015-000471001.
C. On or about November 1, 2016, Developer, Authority, and City entered into that certain Amendment No. 1 to HOME Funds Commitment and Agreement (“Amendment No. 1 to HOME Agreement”), for purposes of simplifying and clarifying the tenant selection process under the Original HOME Agreement.
D. On or about November 1, 2016, Developer and Authority entered into that certain Amendment No. 1 to Regulatory Agreement with Right of First Offer (“Amendment No. 1 to Regulatory Agreement”), also to simplify and clarify the tenant selection process under the Original HOME Agreement and Original Regulatory Agreement, which was recorded on November 10, 2016 in the Official Records as Instrument No. 2016-000570868.
E. The Original HOME Agreement, as modified by Amendment No. 1 to HOME Agreement, is referred to hereinafter as the “HOME Agreement.” F. The Original Regulatory Agreement, as modified by Amendment No. 1 to Regulatory Agreement, is referred to hereinafter as the “Regulatory Agreement.” G. Copies of the fully executed HOME Agreement and the Regulatory Agreement, both as amended, are on file with the City Clerk’s office at Garden Grove City Hall. 61 2
4862-9959-0627v5/022627-0008
H. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the HOME Agreement and Regulatory Agreement.
I. Pursuant to the HOME Agreement and in connection with the original Closing, Developer received three Garden Grove loans, including the HOME Loan and Additional Authority Loan issued by the Authority, and the City DA Fee Deferral Loan issued by the City (collectively, “Garden Grove Loans”). Each of the Garden Grove Loans w as evidenced by a promissory note (together, “Notes”), which Notes were and remain secured by deeds of trust recorded against the Site.
J. Developer completed construction of the Project in 2017 as evidenced by the final Certificate of Occupancy issued by the City’s Building Official dated as of June 29, 2017. As the Project was converting to permanent financing with CCRC, as Developer’s Primary Lender, the Project encountered a capital structure issue. To address the capital structure issue, Developer, Jamboree Housing Corporation, a California nonprofit corporation (“JHC”), and ELOM LLC, a California limited liability company (“ELOM”), entered into that certain Operating Agreement dated as of March 13, 2018 (“JHC/ELOM Operating Agreement”) that formed a new entity, WV Fund LLC, a California limited liability company (“WV Fund”). WV Fund is organized and ope rates to further the charitable purposes of JHC, as the initial managing member of WV Fund, by assisting in providing low or moderate income housing to poor and distressed persons.
K. JHC is the managing member of JHC -Garden Grove LLC, and JHC-Garden Grove LLC is the managing general partner of the Developer limited partnership entity.
L. Pursuant to the JHC/ELOM Operating Agreement and implementing instruments thereto, in particular Sections 2.1(a) and 3.4 therein: (i) WV Fund, as Lender, made a residual receipts loan to Developer, as Borrower (“WV Fund Gap Loan”), in an original principal amount of One Million Four Hundred Thousand Dollars ($1,400,000). The WV Fund Gap Loan is evidenced by that certain Subordinate Promissory Note Secured by Deed of Trust (“WV Fund Gap Loan Note”).
M. Subsequent to executing the JHC/ELOM Operating Agreement, it was determined that for tax purposes the WV Fund Gap Loan would need to be a nonrecourse, secured loan. As a result, while the JHC/ELOM Operating Agreement, Sections 2.1(a) and 3.4 expressly provide for the “unsecured” WV Fund Gap Loan by Lender to Borrower, nonetheless that certain Subordinated Deed of Trust dated as of March 28, 2018 was executed by Developer and caused to be recorded against the Site in the Official Records as Instrument No. 2018-000113787 (“WV Fund Gap Loan DoT”), which instrument secures the WV Fund Gap Loan Note.
N. Contrary to the provisions of the HOME Agreement and Regulatory Agreement, the Developer obtained the WV Fund Gap Loan and executed the WV Fund Gap Loan Note and WV Fund Gap Loan DoT without prior notice to or the consent of Garden Grove as required by the HOME Agreement.
O. By a letter dated April 23, 2018, after Developer obtained the WV Fund Gap Loan, JHC on behalf of Developer submitted a letter to Garden Grove with its first written “ Request for Amendments to HOME Funds Agreement and Notes” (“JHC/Developer Letter”).
P. Among other provisions, the JHC/Developer Letter asked Garden Grove to amend the HOME Agreement, the Notes, and as and if necessary the Regulatory Agreement and other related 62 3
4862-9959-0627v5/022627-0008
loan documents (together, “HOME Agreement and Loan Documents”) to change various financial terms, including certain loan and repayment terms.
Q. On May 3, 2021 Scott Stiles, then serving as Garden Grove City Manager and Authority Director, sent a letter to JHC, attention Michael Massie, on behalf of Garden Grove that responded to Developer’s then most recent request for proposed amendments to the HOME Agreement and Loan Documents (“Garden Grove Response Letter”). The Garden Grove Response Letter summarized the proposed terms for the amendments.
R. During the period between April 23, 2018 to the date of the Garden Grove Response Letter, the parties had various communications and have negotiated the terms of the amendment s to the HOME Agreement and Loan Documents due to the WV Fund Gap Loan, including that such documents are intended to:
1. Approve the WV Fund Gap Loan in an original principal amount of $1,400,000 pursuant to Section 209 of the Original HOME Agreement, but only as a subordinate loan junior to the existing Garden Grove subordinate loans and which new WV Fund Gap Loan will be repaid from Developer’s Share of Residual Receipts as the term is amended hereunder;
2. Authorize Developer to (a) increase the Tax Cre dit Equity to $7,356,085 (an increase from $6,250,000 under the Original HOME Agreement); and (b) increase the amount of the Deferred Developer Fee to $1,400,000 (an increase from $501,730 under the Original HOME Agreement);
3. Amend the percentage allocations of Residual Receipts among City, Authority, and Developer, including:
(a) Authority’s Share of Residual Receipts reduced to 40% (a reduction from 50%) to repay the HOME Note and Additional Authority Note but only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan Authority’s Share of Residual Receipts shall be increased back to a 50% share thereof; (b) Developer’s Share of Residual Receipts increased to 60% (an increase from 50%) from which share Developer shall allocate toward repayment as follows:
(i) 40% of the Developer’s 60% share of Residual Receipts (or 24%) will be used for ground lease payments to UMC; (ii) 60% of the Developer’s 60% share of Residual Receipts (or 36%) will be used to pay the following (A), (B) and (C ) below, and then after repayment of the WV Fund Gap Loan Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof;
(A) First to repay the City DA Fee Deferral Loan Note;
(B) Second, upon full repayment of the City DA Fee
Deferral Loan Note, to pay the accrued and current Annual Monitoring Fee payments due by Developer to Garden Grove; and
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(C) Third, upon payment of the accrued Annual Monitoring Fee, to repay the WV Fund Gap Loan.
(c) After repayment of the City DA Fee Deferral Loan Note, the Accrued Annual Monitoring Fee, and the WV Fund Gap Loan, Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof, which share shall be allocated as follows:
(i) 60% of the Developer’s 50% share of Residual Receipts (or 30%) will be retained by Developer; and
(ii) 40% of the Developer’s 50% share of Residual Receipts (or 20%) shall be expended by Developer to continue to make ground lease payments to UMC.
4. Amend Sections 201 and 202:
(a) Authority’s percentage of Transfer Net Proceeds and Refinancing Net Proceeds to repay the HOME Loan and Additional Authority Loan is reduced to 50% (from 75%) but only while the WV Fund Gap Loan is outstanding and then after repayment of the WV Fund Gap Loan the Authority’s percentage shall be increased back to 75%.
5. Amend the Social Services Fee:
(a) Delete payment of the $25,000 per year Social Services Fee from the definition of Operating Expenses; and
(b) Amend definition of Residual Receipts to allow and a dd the payment of the Social Services Fee of $25,000 per year (plus interest at the Applicable Federal Rate) after the payment of the amended Deferred Developer Fee.
6. Increase the principal due by Developer under the City CD Fee Deferral Note by (a) $71,667 as repayment to Authority of excess funds received by Developer based on Portable Vouchers held by tenants at the Project, plus (b) $50,000 as repayment of consultant and legal fees and costs incurred by Garden Grove in connection with implementing Dev eloper’s request for Garden Grove’s consent to the WV Fund Gap Loan, for a cumulative total increase of $121,667 added to the amount due under the City DA Fee Deferral Note, thereby increasing the cumulative principal amount owed by Developer to the City to $211,719.
S. Garden Grove, Developer, and their respective counsels and consultants have negotiated the terms of the necessary amendments to the HOME Agreement and Loan Documents , which conform to the Garden Grove Response letter described above.
T. Pursuant to the HOME Agreement, on November 12, 2024 Garden Grove staff presented such amendments for consideration and action by the City Council and Housing Authority board. This Amendment No. 2 to the HOME Agreement and related amendments thereto were duly considered and approved at an open public joint meeting of the City Council and Housing Authority on November 12, 2024 in the exercise of their sole discretion, respectively.
U. Garden Grove and Developer now wish to amend the HOME Agreement by this Amendment No. 2 and by separate instruments amend the Notes evidencing the (i) the HOME Loan, (ii) Additional Authority Loan, and (iii) City DA Fee Deferral Loan (together, “Amendments”), the 64 5
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terms and conditions of which are consistent with the Garden Grove Response Letter and set forth in such Amendments.
V. The Housing Units in the Wesley Village Project resulted in the new construction of certain replacement housing units required by the certain Limon Judgment as defined and described in the HOME Agreement. The A mendments will further implement and preserve such replacement housing units during the 55- year Affordability Period by facilitating and amending the terms and conditions of the Garden Grove Loans issued to Developer, and consenting to the WV Fund Gap Loan as an additional permanent funding source obtained by Developer, and thereby maintaining the overall financial feasibility and continued successful operation of the Wesley Village Project in compliance with the Limon Judgment and the HOME Agreement, as amended.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference and are a substantive part hereof, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Developer, Authority and City agree as follows:
Section 1. Changes to Defined Terms. Section 101 of the HOME Agreement is hereby amended as follows:
1.1 Amend the definition of “Authority’s Share of Residual Receipts” to “forty percent (40%) of Residual Receipts” provided however the reduction of the Authority’s Share of Residual Receipts to 40% (a reduction from 50%) to repay the HOME Note and Additional Authority Note shall remain in effect only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan, the Authority’s Share of Residual Receipts shall be increased back to a 50% share thereof.
1.2 Amend the definition of “City DA Deferral Loan Amount” to a principal amount due of “the sum of Two Hundred Eleven Thousand Seven Hundred Nineteen Dollars ($211,719).” In this regard, the increase in principal is based on Developer’s obligation to repay to Garden Grove (a) $71,667 as repayment to Authority of excess funds received by Developer based on Portable Vouchers held by tenants at the Project, plus (b) $50,000 for consultant and legal fees and costs incurred by Garden Grove in connection with implementing Developer’s request for Garden Grove’s consent to the WV Fund Gap Loan, for a cumulative total increase of $121,667 due under the City DA Fee Deferral Note, thereby increasing the cumulative principal amount owed by Developer to the City to $211,719.
1.3 Amend the definition of “Deferred Developer Fee” to “the portion of the Developer Fee to be paid from Project cash flow, as approved by Authority pursuant to Section 209 hereof in the amount described in Section 209.1(d), which amount is $1,400,000.” This change results in (a) an increase of the Tax Credit Equity to $7,356,085 (an increase from $6,250,000 under the Original HOME Agreement); and (b) corresponding increase in the amount of the Deferred Developer Fee to $1,400,000 (an increase from $501,730 under the Original HOME Agreement).
1.4 Amend the definition of “Developer’s Share of Residual Receipts” to “the Developer’s sixty percent (60%) share of the Residual Receipts”, which is a 10% increase that shall remain at 60% 65 6
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only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof. (a) In this regard and for such limited period, Developer’s Share of Residual Receipts is increased to 60% (an increase from 50%) from which share Developer shall allocate toward repayment as follows:
(i) 40% of the Developer’s 60% share of Residual Receipts (or 24%) will be used for ground lease payments to UMC;
(ii) 60% of the Developer’s 60% share of Residual Receipts (or 36%) will be used to pay the following (A), (B) and (C ) below, and after repayment of the WV Fund Gap Loan Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof; (A) First to repay the City DA Fee Deferral Loan Note;
(B) Second, upon full repayment of the City DA Fee Deferral Loan Note, to pay the accrued and current Annual Monitoring Fee; and (C) Third, upon payment of the accrued Annual Monitoring Fee, to repay the WV Fund Gap Loan.
(b) After repayment of the City DA Fee Deferral Loan Note, the Accrued Annual Monitoring Fee, and the WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be reduced back to a 50% share thereof, which share shall be allocated as follows:
(i) 60% of the Developer’s 50% share of Residual Receipts (or 30%) will be retained by Developer; and
(ii) 40% of the Developer’s 50% share of Residual Receipts (or 20%) shall be expended by Developer to continue to make ground lease payments to UMC.
1.5 Amend the definition of “Operating Expenses” to omit therefrom “the cost of social services for the tenant households of the Senior Citizen housing Units and Non-Senior/Family Housing Units in an amount equal to $25,000 (subject to annual increases of 3%)”.
1.6 Amend the definition of “Residual Receipts” to add, as a new clause (ix) (renumbering current clause (ix) to (x)), “payment of the cost of social services to the tenant households of the Senior Citizen Housing Units and Non-Senior/Family Housing Units in an amount equal to $25,000, including interest at the Applicable Federal Rate (‘Social Services Fee’).” In this regard and as supplemental to the change in Section 1.5 above, the definition of Residual Receipts shall allow and add the payment of the Social Services Fee after the payment of the amended Deferred Developer Fee as set forth in Section 1.3 above.
Section 2. Changes to Additional Authority Loan Terms. Section 201 of the HOME Agreement is hereby amended to provide that until such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds and/or Transfer Net Proceeds (as applicable) that are pay able towards the Additional Authority Loan shall be reduced from seventy-five percent (75%) of the Refinancing Net Proceeds or 66 7
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Transfer Net Proceeds (as applicable) to fifty percent (50%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable). At such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds or Transfer Net Proceeds (as applicable) that are payable towards the Additional Authori ty Loan shall be changed back and increase to seventy -five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable). Concurrently herewith, and as a condition to the effectiveness of this Amendment No. 2, Developer and Authority are entering into an amendment to the Additional Authority Loan Note, substantially in the form of the Amendment No. 1 to Additional Authority Loan Note Promissory Note Secured by Deed of Trust attached hereto and incorporated herein as Exhibit A (“Amendment No. 1 to Additional Authority Loan Note”).
Section 3. Changes to HOME Loan Terms. Section 202 of the HOME Agreement is hereby amended to provide that until such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds and/or Transfer Net Proceeds (as applicable) that are payable towards the HOME Loan shall be reduced from seventy-five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applica ble) to fifty percent (50%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable). At such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds and/or Transfer Net Proceeds (as applicable) that are payable towards the HOME Loan shall be changed back and increase to seventy - five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable).
Concurrently herewith, and as a condition to the effectiveness of this Amendment No. 2, Developer and Authority are entering into an amendment to the HOME Loan Note, substantially in the form of the Amendment No. 1 to HOME Loan Note Promissory Note Secured by Deed of Trust attached hereto and incorporated herein as Exhibit B (“Amendment No. 1 to HOME Loan Note”).
Section 4. Changes to City DA Fee Deferral Loan Terms . Concurrently herewith, and as a condition to the effectiveness of this Amendment No. 2, Developer and City are entering into an amendment to the City DA Fee Deferral Loan Note, substantially in the form of the Amendment No. 1 to City DA Fee Deferral Loan Note Promissory Note Secured by Deed of Trust attached hereto and incorporated herein as Exhibit C (“Amendment No. 1 to City DA Fee Deferral Loan Note”).
Section 5. Changes to Additional Financing. Section 209.1 of the HOME Agreement is hereby amended as follows:
5.1 To increase the Tax Credit Equity in Section 209.1(a) from $6,250,000 to $7,356,085;
5.2 To increase the Deferred Developer Fee in Se ction 209.1(c) from $501,730 to $1,400,000; and
5.3 To add, as a new source of funding to the Project, the WV Fund Gap Loan, to be payable from Developer’s Share of Residual Receipts.
Section 6. Effect of Amendment. Except as otherwise expressly provided in this Amendment No. 2, all of the terms and conditions of the HOME Agreement shall remain in full force and effect.
Section 7. A ttorneys’ Fees. In the event of any action among City, Authority and Developer, or between City and Developer or Authority and Developer, seeking enforcement of any of the terms and 67 8
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conditions to this Amendment No. 2, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney’s fees.
Section 8. Governing Law; Venue. This Amendment No. 2 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Orange, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 2.
Section 9. Count
erparts; Signatures. This Amendment No. 2 may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which when taken together, shall constitute one and the same instrument. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed binding as originals. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof.
[End – Signature Pages Follow]
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IN WITNESS WHEREOF, the City, the Authority, and the Developer have each executed this Amendment No. 2 as of the respective dates set forth below.
DEVELOPER:
GARDEN GROVE HOUSING PARTNERS LP,
a California limited partnership
By: JHC-GARDEN GROVE LLC,
a California limited liability company
Its General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit
corporation, its Manager Member
By:
Michael Massie, Executive Vice
President and Chief Development Officer
[Signatures continue on following page.]
69 10
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[Signatures continue from previous page.]
AUTHORITY:
GARDEN GROVE HOUSING AUTHORITY,
a public body, corporate and politic
By:
Lisa L. Kim, Authority Director
or Authorized Designee
ATTEST:
_______________________________
Teresa Pomeroy, CMC
Authority Secretary
or Authorized Designee
APPROVED AS TO FORM:
STRADLING YOCCA CARLSON & RAUTH
____________________________________
Celeste Stahl Brady, Esq.
Counsel to Authority
CITY:
CITY OF GARDEN GROVE,
a California municipal corporation
By:_______________________________
Lisa L. Kim, City Manager
or Authorized Designee
ATTEST:
_______________________________
Teresa Pomeroy CMC
City Clerk, City of Garden Grove
or Authorized Designee
APPROVED AS TO FORM:
WOODRUFF & SMART
_______________________________
Omar Sandoval, Esq.
City Attorney or Designee
70 EXHIBIT A
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EXHIBIT A
Amendment No. 1 to Additional Authority Loan Note
[to be attached]
71 EXHIBIT B
4862-9959-0627v5/022627-0008
EXHIBIT B
Amendment No. 1 to HOME Loan Note
[to be attached]
72 EXHIBIT C
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EXHIBIT C
Amendment No. 1 to City DA Fee Deferral Loan Note
[to be attached]
73 4878-2343-4723v5/022627-0008
AMENDMENT NO. 1 TO CITY DA FEE DEFERRAL LOAN NOTE
PROMISSORY NOTE SECURED BY DEED OF TRUST
This AMENDMENT NO. 1 TO CITY DA FEE DEFERRAL LOAN NOTE
PROMISSORY NOTE SECURED BY DEED OF TRUST (“Amendment No. 1”) is made and entered into as of November 12, 2024 (“ Effective Date”) by and between GARDEN GROVE HOUSING PARTNERS LP , a California limited partnership (“ Developer”), and CITY OF GARDEN GROVE, a municipal corporation (“City”).
R E C I T A L S:
A. On or about June 23, 2015, Developer, City, and the Garden Grove Housing Authority, a public body, corporate and politic (“Authority”) entered into that certain HOME Funds Commitment and Agreement (Garden Grove United Methodist Church Senior/Multi -Family Apartments Project) (“Original HOME Agreement”), pursuant to which Garden Grove agreed to provide to Developer certain financial assistance, and Developer agreed to lease from the United Methodist Church certain real property located in the Cit y of Garden Grove, County of Orange, State of California, and to develop and operate thereon (i) a forty-seven (47) unit multi -family, mixed use affordable housing project, with a phase and component developed and operated for qualified Senior Households, and a phase and component developed and operated for qualified Non-Senior/Family Households, (ii) a new preschool center, and (iii) ancillary commercial/retail space, all as further set forth therein (“Wesley Village Project”).
B. On or about September 1, 2015 Developer and Authority entered into that certain Regulatory Agreement with Right of First Offer (“Original Regulatory Agreement”), which was recorded on September 11, 2015, in the Official Records, County of Orange, State of California (“Official Records”) as Instrument No. 2015-000471001.
C. On or about November 1, 2016, Developer, Authority, and City entered into that certain Amendment No. 1 to HOME Funds Commitment and Agreement (“Amendment No. 1 to HOME Agreement”), for purposes of simplifying and clarifying the tenant selection process under the Original HOME Agreement.
D. On or about November 1, 2016, Developer and Authority entered into that certain Amendment No. 1 to Regulatory Agreement with Right of First Offer (“Amendment No. 1 to Regulatory Agreement”), also to simplify and clarify the tenant selection process under the Original HOME Agreement and Regulatory Agreement, which was recorded on November 10, 2016 in the Official Records as Instrument No. 2016000570868.
E. The Original HOME Agreement, as modi fied by Amendment No. 1 to HOME Agreement, is referred to hereinafter as the “HOME Agreement.” F. The Original Regulatory Agreement, as modified by Amendment No. 1 to Regulatory Agreement, is referred to hereinafter as the “Regulatory Agreement.” G. Copies of the fully executed HOME Agreement and the Regulatory Agreement, both as amended, are on file with the City Clerk’s office at Garden Grove City Hall. 74 4878-2343-4723v5/022627-0008
H. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the HOME Agreement and Regulatory Agreement.
I. Pursuant to the HOME Agreement and in connection with the original Closing, Developer received three Garden Grove loans, including the HOME Loan and Additional Authority Loan issued by the Authority, and the City DA Fee Def erral Loan issued by the City (collectively, “Garden Grove Loans”). Each of the Garden Grove Loans w as evidenced by a promissory note (together, “Notes”), which Notes were and remain secured by deeds of trust recorded against the Site.
J. Developer completed construction of the Project in 2017 as evidenced by the final Certificate of Occupancy issued by the City’s Building Official dated as of June 29, 2017. As the Project was converting to permanent financing with CCRC, as Developer’s Primary Lender, the Project encountered a capital structure issue. To address the capital structure issue, Developer, Jamboree Housing Corporation, a California nonprofit corporation (“JHC”), and ELOM LLC, a California limited liability company (“ELOM”), entered into that certain Operating Agreement dated as of March 13, 2018 (“JHC/ELOM Operating Agreement”) that formed a new entity, WV Fund LLC, a California limited liability company (“WV Fund”). WV Fund is organized and operates to further the charitable purposes of JHC, as the initial managing member of WV Fund, by assisting in providing low or moderate income housing to poor and distressed persons.
K. JHC is the managing member of JHC -Garden Grove LLC, and JHC-Garden Grove LLC is the managing general partner of the Developer limited partnership entity.
L. Pursuant to the JHC/ELOM Operating Agreement and implementing instruments thereto, in particular Sections 2.1(a) and 3.4 therein: (i) WV Fund, as Lender, made a residual receipts loan to Developer, as Borrower (“WV Fund Gap Loan”), in an original principal amount of One Million Four Hundred Thousand Dollars ($1,400,000). The WV Fund Gap Loan is evidenced by that certain Subordinate Promissory Note Secured by Deed of Trust (“WV Fund Gap Loan Note”).
M. Subsequent to executing the JHC/ELOM Operating Agreement, it was determined that for tax purposes the WV Fund Gap Loan would need to be a nonrecourse, secured loan. As a result, while the JHC/ELOM Operating Agreement, Sections 2.1(a) and 3.4 expressly provide for the “unsecured” WV Fund Gap Loan by Lender to Borrower, nonetheless that certain Subordinated Deed of Trust dated as of March 28, 2018 was executed by Developer and caused to be recorded against the Site in the Official Records as Instrument No. 2018-000113787 (“WV Fund Gap Loan DoT”), which instrument secures the WV Fund Gap Loan Note.
N. Contrary to the provisions of the HOME Agreement and Regulatory Agreement, the Developer obtained the WV Fund Gap Loan and executed the WV Fund Gap Loan Note and WV Fund Gap Loan DoT without prior notice to or the consent of Garden Grove as required by the HOME Agreement.
O. By a letter dated April 23, 2018, after Developer obtained the WV Fund Gap Loan, JHC on behalf of Developer submitted a letter to Garden Grove with its first w ritten “Request for Amendments to HOME Funds Agreement and Notes” (“JHC/Developer Letter”).
P. Among other provisions, the JHC/Developer Letter asked Garden Grove to amend the HOME Agreement, the Notes, and as and if necessary the Regulatory Agreement and other related 75 4878-2343-4723v5/022627-0008
loan documents (together, “HOME Agreement and Loan Documents”) to change various financial terms, including certain loan and repayment terms, including this Amendment No. 1 to the City DA Fee Deferral Loan Note.
Q. On May 3, 2021 Scott Stiles, then serving as Garden Grove City Manager and Authority Director, sent a letter to JHC, attention Michael Massie, on behalf of Garden Grove that responded to Developer’s then most recent request for proposed amendments to the HOME Agreement and Loan Documents (“Garden Grove Response Letter”). The Garden Grove Response Letter summarized the proposed terms for the amendments.
R. During the period between April 23, 2018 to the date of the Garden Grove Response Letter, the parties had various communications and have negotiated that certain Amendment No. 2 to HOME Funds Commitment and Agreement (“Amendment No. 2 to HOME Agreement”) and related and respective amendments to the Garden Grove Loan Documents, which will be entered into and executed concurrently herewith and in the manner set forth therein.
S. Pursuant to the HOME Agreement, on November 12, 2024 Garden Grove staff presented such amendments for consideration and action by the City Council and Housing Authority board. That certain “ Amendment No. 2 to HOME Agreeme nt” and related amendments thereto, including this Amendment No. 1, were duly considered and approved at an open public joint meeting of the City Council and Housing Authority on November 12, 2024 in the exercise of their sole discretion, respectively.
T. Garden Grove, Developer, and their respective counsels and consultants have negotiated the terms of the necessary amendments to the HOME Agreement and Loan Documents, which conform to the Garden Grove Response letter described above.
U. Garden Grove and Developer now wish to amend the HOME Agreement by that certain Amendment No. 2 to HOME Agreement and by separate instruments amend the Notes evidencing the (i) HOME Loan, (ii) Additional Authority Loan, and (iii) City DA Fee Deferral Loan (together, “Amendments”), the terms and conditions of which are consistent with the Garden Grove Response Letter and set forth in such Amendments.
V. Therefore, Developer and City hereby intend by this Amendment No. 1 to and do amend the City DA Fee Deferral Loan Note (“ DA Fee Deferral Note”) to make conforming changes thereto as were made pursuant to Amendment No 2 to HOME Agreement as such affects the DA Fee Deferral Note.
W. The Housing Units in the Wesley Village Project resulted in the new construction of certain replacement housing units required by the certain Limon Judgment as defined and described in the HOME Agreement. The Amendments will further implement and preserve such replacement housing units during the 55- year Affordability Period by facilitating and amending the terms a nd conditions of the Garden Grove Loans issued to Developer, and consenting to the WV Fund Gap Loan as an additional permanent funding source obtained by Developer, and thereby maintaining the overall financial feasibility and continued successful operation of the Wesley Village Project in compliance with the Limon Judgment and the HOME Agreement, as amended. 76 4878-2343-4723v5/022627-0008
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Increase in City DA Deferral Loan Amount . The principal amount of the City DA Deferral Loan is hereby increased to $211,719. In this regard, the increase in principal is based on Developer’s obligation to repay to Garden Grove (a) $71,667 as repayment to Authority of excess funds received by Developer based on Portable Vouchers held by tenants at the Project, plus (b) $50,000 for consultant and legal fees and costs incurred by Garden Grove in connection with implementing Developer’s request for Garden Grove’s consent to the WV Fund Gap Loan, for a cumulative total increase of $121,667 due under the City D eferral Note, the reby increasing the cumulative principal amount owed by Developer to the City thereunder to $211,719.
Section 2. Changes to Definitions . Section 3c of the City Deferral Note is hereby amended as follows:
2.1 Amend the definition of “Authority’s Share of Residual Receipts” to reduce the share to forty percent (40%) (a reduction from 50%) but only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan Authority’s Share of Residual Receipts shall be increased back to a fifty percent (50%) share thereof;
2.2 Amend the definition of “Deferred Developer Fee” to “the portion of the Developer Fee to be paid from Project cash flow, as approved by Authority pursuant to Section 209 of the HOME Agreement in the amount described in Section 209. 1(d) thereof, which amount is $1,400,000.” This change results in (a) an increase of the Tax Credit Equity to $7,356,085 (an increase from $6,250,000 under the Original HOME Agreement); and (b) corresponding increase in the amount of the Deferred Developer Fee to $1,400,000 (an increase from $501,730 under the Original HOME Agreement).
2.3 Amend the definition of “Developer’s Share of Residual Receipts” to sixty percent (60%) of the Residual Receipts, which is a 10% increase that shall remain at 60% only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof. (a) In this regard and for such limited period, Developer’s Share of Residual Receipts is increased to 60% (an increase from 50%) from which share Developer shall allocate toward repayment as follows:
(i) 40% of the Developer’s 60% share of Residual Receipts (or 24%) will be used for ground lease payments to UMC;
(ii) 60% of the Developer’s 60% share of Residual Receipts (or 36%) will be used to pay the following (A), (B) and (C ) below, and after repayment of the WV Fund Gap Loan Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof; (A) First to repay the City Deferral Note;
77 4878-2343-4723v5/022627-0008
(B) Second, upon full repayment of the City Deferral Note, to pay the accrued and current Annual Monitoring Fee; and
(C) Third, upon payment of the accrued Annual Monitoring Fee, to repay the WV Fund Gap Loan.
(b) After repayment of the City Deferral Note, the Accrued Annual Monitoring Fee, and the WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be reduced back to a 50% share thereof, which share shall be allocated as follows:
(i) 60% of the Developer’s 50% share of Residual Receipts (or 30%) will be retained by Developer; and
(ii) 40% of the Developer’s 50% share of Residual Receipts (20%) shall be expended by Developer to continue to make ground lease payments to UMC.
2.4 The definition of “Operating Expenses” is amended to omit therefrom “the cost of social services in an amount equal to $25,000 (subject to annual increases of 3%)”.
2.5 The definition of “Residual Receipts” is amended to add, as a new clause (ix) (renumbering current clause (ix) to (x)), “payment of the cost of social services to the tenant households of the Senior Citizen H ousing Units and Non-Senior/Family Housing Units in an amount equal to $25,000, including interest at the Applicable Federal Rate (‘Social Services Fee’).” (a) In this regard and as supplemental to the change in Section 1.5 above, the definition of Residual Receipts shall allow and add the payment of the Social Services Fee after the payment of the amended Deferred Developer Fee as set forth in Section 1.3 above.
Section 3. Effect of Amendment No. 1. Except as otherwise expressly pr ovided in this Amendment No. 1, all of the terms and conditions of the City Deferral Note shall remain in full force and effect.
Section 4. Attorney’s Fees. In the event of any action between Authority and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney’s fees.
Section 5. Governing Law; Venue. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Orange, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1.
Section 6. Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which when taken together, shall constitute one and the same instrument. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed binding as originals. Howe ver, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof [End – Signature Page Follows]
78 4878-2343-4723v5/022627-0008
IN WITNESS WHEREOF, Authority and Developer each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above.
DEVELOPER:
GARDEN GROVE HOUSING PARTNERS LP,
a California limited partnership
By: JHC-GARDEN GROVE LLC,
a California limited liability company
Its General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit
corporation, its Manager Member
By:
Michael Massie
Executive Vice President and
Chief Development Officer
AUTHORITY:
GARDEN GROVE HOUSING AUTHORITY,
a public body, corporate and politic
By:
Lisa L. Kim, Authority Director
or Authorized Designee
ATTEST:
_______________________________
Teresa Pomeroy, CMC
Authority Secretary
or Authorized Designee
79 4865-5183-9203v4/022627-0008
AMENDMENT NO. 1 TO HOME LOAN NOTE
PROMISSORY NOTE SECURED BY DEED OF TRUST
This AMENDMENT NO. 1 TO HOME LOAN NOTE PROMISSORY NOTE SECURED BY DEED OF TRUST (“Amendment No. 1”) is made and entered into as of November 12, 2024 (“Effective Date”) by and between GARDEN GROVE HOUSING PARTNERS LP , a California limited partnership (“ Developer”), and GARDEN GROVE HOUSING AUTHORITY, a public body, corporate and politic (“Authority”).
R E C I T A L S:
A. On or about June 23, 2015, Developer, Authority, and City entered into that certain HOME Funds Commitment and Agreement (Garden Grove United Methodist Church Senior/Multi - Family Apartments Project) (“Original HOME Agreement”), pursuant to which Garden Grove agreed to provide to Developer certain financial assistance, and Developer agreed to lease from the United Methodist Church certain real property located in the City of Garden Grove, County of Orange, State of California, and to develop and operate thereon (i) a forty -seven (47) unit multi -family, mixed use affordable housing project, with a phase and component developed and operated for qualified Senior Households, and a phase and component devel oped and operated for qualified Non-Senior/Family Households, (ii) a new preschool center, and (iii) ancillary commercial/retail space, all as further set forth therein (“Wesley Village Project”).
B. On or about September 1, 2015 Developer and Authority entered into that certain Regulatory Agreement with Right of First Offer (“Original Regulatory Agreement”), which was recorded on September 11, 2015, in the Official Records, County of Orange, State of California (“Official Records”) as Instrument No. 2015-000471001.
C. On or about November 1, 2016, Developer, Authority, and City entered into that certain Amendment No. 1 to HOME Funds Commitment and Agreement (“Amendment No. 1 to HOME Agreement”), for purposes of simplifying and clarifying the tenant selection process under the Original HOME Agreement.
D. On or about November 1, 2016, Developer and Authority entered into that certain Amendment No. 1 to Regulatory Agreement with Right of First Offer (“Amendment No. 1 to Regulatory Agreement”), also to simplify and clari fy the tenant selection process under the Original HOME Agreement and Regulatory Agreement, which was recorded on November 10, 2016 in the Official Records as Instrument No. 2016000570868.
E. The Original HOME Agreement, as modified by Amendment No. 1 to HOME Agreement, is referred to hereinafter as the “HOME Agreement.” F. The Original Regulatory Agreement, as modified by Amendment No. 1 to Regulatory Agreement, is referred to hereinafter as the “Regulatory Agreement.” G. Copies of the fully executed HOME Agreeme nt and the Regulatory Agreement, both as amended, are on file with the City Clerk’s office at Garden Grove City Hall.
H. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the HOME Agreement and Regulatory Agreement. 80 2
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I. Pursuant to the HOME Agreement and in connection with the original Closing, Developer received three Garden Grove loans, including the HOME Loan and Additional Authority Loan issued by the Authority, and the City DA Fee Deferral Loan issued by the City (collectively, “Garden Grove Loans”). Each of the Garden Grove Loans w as evidenced by a promissory note (together, “Notes”), which Notes were and remain secured by deeds of trust recorded against the Site.
J. Developer completed construction of the Project i n 2017 as evidenced by the final Certificate of Occupancy issued by the City’s Building Official dated as of June 29, 2017. As the Project was converting to permanent financing with CCRC, as Developer’s Primary Lender, the Project encountered a capital st ructure issue. To address the capital structure issue, Developer, Jamboree Housing Corporation, a California nonprofit corporation (“JHC”), and ELOM LLC, a California limited liability company (“ELOM”), entered into that certain Operating Agreement dated as of March 13, 2018 (“JHC/ELOM Operating Agreement”) that formed a new entity, WV Fund LLC, a California limited liability company (“WV Fund”). WV Fund is organized and operates to further the charitable purposes of JHC, as the initial managing member of WV Fund, by assisting in providing low or moderate income housing to poor and distressed persons.
K. JHC is the managing member of JHC -Garden Grove LLC, and JHC-Garden Grove LLC is the managing general partner of the Developer limited partnership entity.
L. Pursuant to the JHC/ELOM Operating Agreement and implementing instruments thereto, in particular Sections 2.1(a) and 3.4 therein: (i) WV Fund, as Lender, made a residual receipts loan to Developer, as Borrower (“WV Fund Gap Loan”), in an original principal amount of One Million Four Hundred Thousand Dollars ($1,400,000). The WV Fund Gap Loan is evidenced by that certain Subordinate Promissory Note Secured by Deed of Trust (“WV Fund Gap Loan Note”).
M. Subsequent to executing the JHC/ELOM Operating Agreement, it was determined that for tax purposes the WV Fund Gap Loan would need to be a nonrecourse, secured loan. As a result, while the JHC/ELOM Operating Agreement, Sections 2.1(a) and 3.4 expressly provide for the “unsecured” WV Fund Gap Loan by Lender to Borrower, nonetheless that certain Subordinated Deed of Trust dated as of March 28, 2018 was executed by Developer and caused to be recorded against the Site in the Official Records as Instrument No. 2018-000113787 (“WV Fund Gap Loan DoT”), which instrument secures the WV Fund Gap Loan Note.
N. Contrary to the provisions of the HOME Agreement and Regulatory Agreement, the Developer obtained the WV Fund Gap Loan and executed the WV Fund Gap Loan Note and WV Fund Gap Loan DoT without prior notice to or the consent of Garden Grove as required by the HOME Agreement.
O. By a letter dated April 23, 2018, after Developer obtained the WV Fund Gap Loan, JHC on behalf of Developer submitted a letter to Garden Grove with its first written “ Request for Amendments to HOME Funds Agreement and Notes” (“JHC/Developer Letter”).
P. Among other provisions, the JHC/Developer Letter asked Garden Grove to amend the HOME Agreement, the Notes, and as and if necessary the Regulatory Agreement and other related loan documents (together, “HOME Agreement and Loan Documents”) to change various financial terms, including certain loan and repayment terms, including this Amendment No. 1 to the Home Loan Note.
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Q. On May 3, 2021 Scott Stiles, then serving as Garden Grove City Manager and Authority Director, sent a letter to JHC, attention Michael Massie, on behalf of Garden Grove that responded to Developer’s then most recent request for proposed amendments to the HOME Agreement and Loan Documents (“Garden Grove Response Letter”). The Garden Grove Response L etter summarized the proposed terms for the amendments.
R. During the period between April 23, 2018 to the date of the Garden Grove Response Letter, the parties had various communications and have negotiated that certain Amendment No. 2 to HOME Funds Commitment and Agreement (“Amendment No. 2 to HOME Agreement”) and related and respective amendments to the Garden Grove Loan Documents, which will be entered into and executed concurrently herewith and in the manner set forth therein.
S. Garden Grove, Developer, and their respective counsels and consultants have negotiated the terms of the necessary amendments to the HOME Agreement and Loan Documents, which conform to the Garden Grove Response letter described above.
T. Pursuant to the HOME Agreement, on November 12, 2024 Garden Grove staff presented such amendments for consideration and action by the City Council and Housing Authority board. That certain “ Amendment No. 2 to HOME Agreement ” and related amendments thereto, including this Amendment No. 1, were duly considered and approved at an open public joint meeting of the City Council and Housing Authority on November 12, 2024 in the exercise of their sole discretion, respectively.
U. Garden Grove and Developer now wish to amend the HOME Agreement by that certain Amendment No. 2 to Home Agreement and by separate instruments amend the Notes evidencing the (i) HOME Loan, (ii) Additional Authority Loan, and (iii) City DA Fee Deferral Loan (together, “Amendments”), the terms and conditions of which are consistent with the Garden Grove Response Letter and set forth in such Amendments.
V. Therefore, Developer and Authority hereby intend by this Amendment No. 1 to and do amend the HOME Loan Note to make conforming changes there to as were made pursuant to Amendment No 2 to HOME Agreement as such affects the HOME Loan.
W. The Housing Units in the Wesley Village Project resulted in the new construction of certain replacement housing units required by the certain Limon Judgment as defined and described in the HOME Agreement. The A mendments will further implement and preserve such replacement housing units during the 55- year Affordability Period by facilitating and amending the terms and conditions of the Garden Grove Loans issued to Developer, and consenting to the WV Fund Gap Loan as an additional permanent funding source obtained by Developer, and thereby maintaining the overall financial feasibility and continued successful operation of the Wesley Village Project in compliance with the Limon Judgment and the HOME Agreement, as amended.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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Section 1. Changes to Definitions . Section 3a of the HOME Loan Note is hereby amended as follows:
1.1 Amend the definition of “Authority’s Share of Residual Receipts” to reduce the share to forty percent (40%) (a reduction from 50%) to repay the HOME Loan Note but only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan Authority’s Share of Residual Receipts shall be increased back to a fifty percent (50%) share thereof;
1.2 Amend the definition of “Deferred Developer F ee” to “the portion of the Developer Fee to be paid from Project cash flow, as approved by Authority pursuant to Section 209 of the HOME Agreement in the amount described in Section 209.1(d) thereof, which amount is $1,400,000.” This change results in (a) an increase of the Tax Credit Equity to $7,356,085 (an increase from $6,250,000 under the Original HOME Agreement); and (b) corresponding increase in the amount of the Deferred Developer Fee to $1,400,000 (an increase from $501,730 under the Original HOME Agreement).
1.3 Amend the definition of “Developer’s Share of Residual Receipts” to sixty percent (60%) of the Residual Receipts, which is a 10% increase that shall remain at 60% only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof. (a) In this regard and for such limited period, Developer’s Share of Residual Receipts is increased to 60% (an increase from 50%) from which share Developer shall allocate toward repayment as follows:
(i) 40% of the Developer’s 60% share of Residual Receipts (or 24%) will be used for ground lease payments to UMC;
(ii) 60% of the Developer’s 60% share of Residual Receipts (or 36%) will be used to pay the following (A), (B) and (C ) below, and after repayment of the WV Fund Gap Loan Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof; (A) First to repay the City DA Fee Deferral Loan Note;
(B) Second, upon full repayment of the City DA Fee Deferral Loan Note, to pay the accrued and current Annual Monitoring Fee; and (C) Third, upon payment of the accrued Annual Monitoring Fee, to repay the WV Fund Gap Loan.
(b) After repayment of the City DA Fee Deferral Loan Note, the Accrued Annual Monitoring Fee, and the WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be reduced back to a 50% share thereof, which share shall be allocated as follows:
(i) 60% of the Developer’s 50% share of Residual Receipts (or 30%) will be retained by Developer; and
(ii) 40% of the Developer’s 50% share of Residual Receipts (20%) shall be expended by Developer to continue to make ground lease payments to UMC. 83 5
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1.4 The definition of “Operating Expenses” is amended to omit therefrom “the cost of social services in an amount equal to $25,000 (subject to annual increases of 3%)”.
1.5 The definition of “Residual Receipts” is amended to add, as a new clause (ix) (renumbering current clause (ix) to (x)), “payment of the cost of social services to the tenant households of the Senior Citizen Housing Units and Non-Senior/Family Housing Units in an amount equal to $25,000, including interest at the Applicable Federal Rate (‘Social Services Fee’).” (a) In this regard and as supplemental to the change in Section 1.5 above, the definition of Residual Receipts shall allow and add the payment of the Social Services Fee after the payment of the amended Deferred Developer Fee as set forth in Section 1.3 above.
Section 2. Changes to HOME Loan Payment Terms . Section 3 of the HOME Loan Note is hereby amended to provide that until such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds and/or Transfer Net Proceeds (as applicable) that are payable towards the HOME Loan shall be reduced from seventy-five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable) to fifty percent (50%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable). At such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds or Transfer Net Proceeds (as applicable) that are payable towards the HOME Loan shall be changed back and increase to seventy -five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable).
Section 3. Effect of Amendment No. 1. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the HOME Loan Note shall remain in full force and effect.
Section 4. Attorney’s Fees. In the event of any action between Authority and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages , injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney’s fees.
Section 5. Governing Law; Venue. This Amendment No. 1 shall be governed by the internal laws of the State of Califor nia and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Orange, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1.
Section 6. Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which when taken together, shall constitute one and the same instrument. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed binding as originals. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof [End – Signature Page Follows]
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IN WITNESS WHEREOF, Authority and Developer each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above.
DEVELOPER:
GARDEN GROVE HOUSING PARTNERS LP,
a California limited partnership
By: JHC-GARDEN GROVE LLC,
a California limited liability company
Its General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit
corporation, its Manager Member
By:
Michael Massie
Executive Vice President and
Chief Development Officer
AUTHORITY:
GARDEN GROVE HOUSING AUTHORITY,
a public body, corporate and politic
By:
Lisa L. Kim, Authority Director
or Authorized Designee
ATTEST:
_______________________________
Teresa Pomeroy, CMC
Authority Secretary
or Authorized Designee
85 4868-5186-3267v5/022627-0008
AMENDMENT NO. 1 TO ADDITIONAL AUTHORITY LOAN NOTE
PROMISSORY NOTE SECURED BY DEED OF TRUST
This AMENDMENT NO. 1 TO ADDITIONAL AUTHORITY LOAN NOTE
PROMISSORY NOTE SECURED BY DEED OF TRUST (“ Amendment No. 1”) is made and entered into as of November 12, 2024 (“ Effective Date”) by and between GARDEN GROVE HOUSING PARTNERS LP , a California limited partnership (“ Developer”), and GARDEN GROVE HOUSING AUTHORITY, a public body, corporate and politic (“Authority”).
R E C I T A L S:
A. On or about June 23, 2015, Developer, Authority, and City entered into that certain HOME Funds Commitment and Agreement (Garden Grove United Methodist Church Senior/Multi - Family Apartments Project) (“Original HOME Agreement”), pursuant to which Garden Grove agreed to provide to Developer certain financial assistance, and Developer agreed to lease from the United Methodist Church certain real property located in the City of Garden Grove, County of Orange, State of California, and to develop and operate thereon (i) a forty -seven (47) unit multi -family, mixed use affordable housing project, with a phase and component developed and operated for qualified Senior Households, and a phase and component developed and operated for qualified Non-Senior/Family Households, (ii) a new preschool center, and (iii) ancillary commercial/retail space, all as further set forth therein (“Wesley Village Project”).
B. On or about September 1, 2015 Developer and Authority entered into that certain Regulatory Agreement with Right of First Offer (“Original Regulatory Agreement”), which was recorded on September 11, 2015, in the Official Records, County of Orange, State of California (“Official Records”) as Instrument No. 2015-000471001.
C. On or about November 1, 2016, Developer, Authority, and City entered into that certain Amendment No. 1 to HOME Funds Commitment and Agreement (“Amendment No. 1 to HOME Agreement”), for purposes of simplifying and clarifying the tenant selection process under the Original HOME Agreement.
D. On or about November 1, 2016, Developer and Authority entered into that certain Amendment No. 1 to Regulatory Agreement with Right of First Offer (“Amendment No. 1 to Regulatory Agreement”), also to simplify and clarify the tenant selection process under the Original HOME Agreement and Regulatory Agreement, which was recorded on November 10, 2016 in the Official Records as Instrument No. 2016000570868.
E. The Original HOME Agreement, as modified by Amendment No. 1 to HOME Agreement, is referred to hereinafter as the “HOME Agreement.” F. The Original Regulatory Agreement, as modified by Amendment No. 1 to Regulatory Agreement, is referred to hereinafter as the “Regulatory Agreement.” G. Copies of the fully executed HOME Agreement and the Regulatory Agreement, both as amended, are on file with the City Clerk’s office at Garden Grove City Hall.
H. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the HOME Agreement and Regulatory Agreement. 86 2
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I. Pursuant to the HOME Agreement and in connection with the original Closing, Developer received three Garden Grove loans, including the HOME Loan and Additional Authority Loan issued by the Authority, and the City DA Fee Deferral Loan issued by the City (collectively, “Garden Grove Loans”). Each of the Garden Grove Loans w as evidenced by a promissory note (together, “Notes”), which Notes were and remain secured by deeds of trust recorded against the Site.
J. Developer completed construction of the Project i n 2017 as evidenced by the final Certificate of Occupancy issued by the City’s Building Official dated as of June 29, 2017. As the Project was converting to permanent financing with CCRC, as Developer’s Primary Lender, the Project encountered a capital st ructure issue. To address the capital structure issue, Developer, Jamboree Housing Corporation, a California nonprofit corporation (“JHC”), and ELOM LLC, a California limited liability company (“ELOM”), entered into that certain Operating Agreement dated as of March 13, 2018 (“JHC/ELOM Operating Agreement”) that formed a new entity, WV Fund LLC, a California limited liability company (“WV Fund”). WV Fund is organized and operates to further the charitable purposes of JHC, as the initial managing member of WV Fund, by assisting in providing low or moderate income housing to poor and distressed persons.
K. JHC is the managing member of JHC -Garden Grove LLC, and JHC-Garden Grove LLC is the managing general partner of the Developer limited partnership entity.
L. Pursuant to the JHC/ELOM Operating Agreement and implementing instruments thereto, in particular Sections 2.1(a) and 3.4 therein: (i) WV Fund, as Lender, made a residual receipts loan to Developer, as Borrower (“WV Fund Gap Loan”), in an original principal amount of One Million Four Hundred Thousand Dollars ($1,400,000). The WV Fund Gap Loan is evidenced by that certain Subordinate Promissory Note Secured by Deed of Trust (“WV Fund Gap Loan Note”).
M. Subsequent to executing the JHC/ELOM Operating Agreement, it was determined that for tax purposes the WV Fund Gap Loan would need to be a nonrecourse, secured loan. As a result, while the JHC/ELOM Operating Agreement, Sections 2.1(a) and 3.4 expressly provide for the “unsecured” WV Fund Gap Loan by Lender to Borrower, nonetheless that certain Subordinated Deed of Trust dated as of March 28, 2018 was executed by Developer and caused to be recorded against the Site in the Official Records as Instrument No. 2018-000113787 (“WV Fund Gap Loan DoT”), which instrument secures the WV Fund Gap Loan Note.
N. Contrary to the provisions of the HOME Agreement and Regulatory Agreement, the Developer obtained the WV Fund Gap Loan and executed the WV Fund Gap Loan Note and WV Fund Gap Loan DoT without prior notice to or the consent of Garden Grove as required by the HOME Agreement.
O. By a letter dated April 23, 2018, after Developer obtained the WV Fund Gap Loan, JHC on behalf of Developer submitted a letter to Garden Grove with its first written “ Request for Amendments to HOME Funds Agreement and Notes” (“JHC/Developer Letter”).
P. Among other provisions, the JHC/Developer Letter asked Garden Grove to amend the HOME Agreement, the Notes, and as and if necessary the Regulatory Agreement and other related loan documents (together, “HOME Agr eement and Loan Documents”) to change various financial terms, including certain loan and repayment terms, including this Amendment No. 1 to the Additional Authority Loan Note.
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Q. On May 3, 2021 Scott Stiles, then serving as Garden Grove City Manager and Authority Director, sent a letter to JHC, attention Michael Massie, on behalf of Garden Grove that responded to Developer’s then most recent request for proposed amendments to the HOME Agreement and Loan Documents (“Garden Grove Response Letter”). The Garden Grove Response Letter summarized the proposed terms for the amendments.
R. During the period between April 23, 2018 to the date of the Garden Grove Response Letter, the parties had various communications and have negotiated that certain Amendment No. 2 to HOME Funds Commitment and Agreement (“Amendment No. 2 to HOME Agreement”) and related and respective amendments to the Garden Grove Loan Documents, which will be entered into and executed concurrently herewith and in the manner set forth therein.
S. Garden Grove, Developer, and their respective counsels and consultants have negotiated the terms of the necessary amendments to the HOME Agreement and Loan Documents, which conform to the Garden Grove Response letter described above.
T. Pursuant to the HOME Agreement, on November 12, 2024 Garden Grove staff presented such amendments for consideration and action by the City Council and Housing Authority board. That certain “ Amendment No. 2 to HOME Agreement ” and related amendments thereto, including this Amendment No. 1, were duly considered and approved at an open public joint meeting of the City Council and Housing Authority on November 12, 2024 in the exercise of their sole discretion, respectively.
U. Garden Grove and Developer now wish to amend the HOME Agreement by that certain Amendment No. 2 to HOME Agreement and by separate instruments amend the Notes evidencing the (i) HOME Loan, (ii) Additional Authority Loan, and (iii) City DA Fee Deferral Loan (together, “Amendments”), the terms and conditions of which are consistent with the Garden Grove Response Letter and set forth in such Amendments.
V. Therefore, Developer and Authority hereby intend by this Amendment No. 1 to and do amend the Additional Authority Loan Note (“Additional Loan Note ”) to make conforming changes thereto as were made pursuant to Amendment No 2 to HOME Agreement as such affects the Additional Authority Loan.
W. The Housing Units in the Wesley Village Project resulted in the new construction of certain replacement housing units required by the certain Limon Judgment as defined and described in the HOME Agreement. The Amendments will further implement and preserve such replacement housing units during the 55- year Affordability Period by facilitating and amending the terms and conditions of the Garden Grove Loans issued to Developer, and consenting to the WV Fund Gap Loan as an additional permanent funding source obtained by Developer, and thereby maintaining the overall financial feasibility and continued successful operation of the Wesley Village Project in compliance with the Limon Judgment and the HOME Agreement, as amended.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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Section 1. Changes to Definitions. Section 3a of the Additional Loan Note is hereby amended as follows:
1.1 Amend the definition of “Authority’s Share of Residual Receipts” to reduce the share to forty percent (40%) (a reduction from 50%) to repay the Additional Loan Note but only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan Authority’s Share of Residual Receipts shall be increased back to a fifty percent (50%) share thereof;
1.2 Amend the definition of “Deferred Developer Fee” to “the portion of the Developer Fee to be paid from Project cash flow, as approved by Authority pursuant to Section 209 of the HOME Agreement in the amount described in Se ction 209.1(d) thereof, which amount is $1,400,000.” This change results in (a) an increase of the Tax Credit Equity to $7,356,085 (an increase from $6,250,000 under the Original HOME Agreement); and (b) corresponding increase in the amount of the Deferred Developer Fee to $1,400,000 (an increase from $501,730 under the Original HOME Agreement).
1.3 Amend the definition of “Developer’s Share of Residual Receipts” to sixty percent (60%) of the Residual Receipts, which is a 10% increase that shall remain at 60% only while the WV Fund Gap Loan is outstanding, and then after repayment of such WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof. (a) In this regard and for such limited period, Developer’s Share of Residual Receipts is increased to 60% (an increase from 50%) from which share Developer shall allocate toward repayment as follows:
(i) 40% of the Developer’s 60% share of Residual Receipts (or 24%) will be used for ground lease payments to UMC;
(ii) 60% of the Developer’s 60% share of Residual Receipts (or 36%) will be used to pay the following (A), (B) and (C ) below, and after repayment of the WV Fund Gap Loan Developer’s Share of Residual Receipts shall be decreased back to a 50% share thereof; (A) First to repay the City DA Fee Deferral Loan Note;
(B) Second, upon full repayment of the City DA Fee Deferral Loan Note, to pay the accrued and current Annual Monitoring Fee; and (C) Third, upon payment of the accrued Annual Monitoring Fee, to repay the WV Fund Gap Loan.
(b) After repayment of the City DA Fee Deferral Loan Note, the Accrued Annual Monitoring Fee, and the WV Fund Gap Loan, the Developer’s Share of Residual Receipts shall be reduced back to a 50% share thereof, which share shall be allocated as follows:
(i) 60% of the Developer’s 50% share of Residual Receipts (or 30%) will be retained by Developer; and
(ii) 40% of the Developer’s 50% share of Residual Receipts (20%) shall be expended by Developer to continue to make ground lease payments to UMC. 89 5
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1.4 The definition of “Operating Expenses” is amended to omit therefrom “the cost of social services in an amount equal to $25,000 (subject to annual increases of 3%)”.
1.5 The definition of “Residual Receipts” is amended to add, as a new clause (ix) (renumbering current clause (ix) to (x)), “payment of the cost of social services to the tenant households of the Senior Citizen H ousing Units and Non-Senior/Family Housing Units in an amount equal to $25,000, including interest at the Applicable Federal Rate (‘Social Services Fee’).” (a) In this regard and as supplemental to the change in Section 1.5 above, the definition of Residual Receipts shall allow and add the payment of the Social Services Fee after the payment of the amended Deferred Developer Fee as set forth in Section 1.3 above.
Section 2. Changes to Additional Authority Loan Payment Terms. Section 3 of the Additional Loan Note is hereby amended to provide that until such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds and/or Transfer Net Proceeds (as applicable) that are payable towards the Additional Authority Loan shall be reduced from seventy-five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable) t o fifty percent (50%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable). At such time as the WV Fund Gap Loan has been fully repaid in accordance with the terms of the WV Fund Gap Loan Note, the percentage of Refinancing Net Proceeds or Transfer Net Proceeds (as applicable) that are payable towards the Additional Authority Loan shall be changed back and increase to seventy -five percent (75%) of the Refinancing Net Proceeds or Transfer Net Proceeds (as applicable).
Section 3. Effect of Amendment No. 1. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the Additional Loan Note shall remain in full force and effect.
Section 4. Attorney’s Fees. In the event of any action between Authority and Developer seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney’s fees.
Section 5. Governing Law; Venue. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of Orange, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1.
Section 6. Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which when taken together, shall constitute one and the same instrument. Signatures of the parties transmitted by electronic mail or facsimile shall be deemed binding as originals. However, each party agrees to submit their original signature to the other party within five (5) business days after execution hereof [End – Signature Page Follows]
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IN WITNESS WHEREOF, Authority and Developer each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above.
DEVELOPER:
GARDEN GROVE HOUSING PARTNERS LP,
a California limited partnership
By: JHC-GARDEN GROVE LLC,
a California limited liability company
Its General Partner
By: Jamboree Housing Corporation,
a California nonprofit public benefit
corporation, its Manager Member
By:
Michael Massie
Executive Vice President and
Chief Development Officer
AUTHORITY:
GARDEN GROVE HOUSING AUTHORITY,
a public body, corporate and politic
By:
Lisa L. Kim, Authority Director
or Authorized Designee
ATTEST:
_______________________________
Teresa Pomeroy, CMC
Authority Secretary
or Authorized Designee
91 Item 431/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: William E. Murray
Dept:
City Manager Dept: Public Works
Date: 11/12/2024
Subject: Approval of Final Tract Map No. 17455 and Subdivision Agreement with Investel Garden Resorts, LLC, for the property located at the northeast corner of Harbor Boulevard and Twintree Lane, Garden Grove. (Action Item)
OBJECTIVE
To receive City Council approval of Final Tract Map No. TR 17455 and a Subdivis ion Improvement Agreement with Investel Garden Resorts, LLC (Applicant), for the property located at the northeast corner of Harbor Boulevard and Twintree Lane, Garden Grove.
BACKGROUND
On November 2, 20 17, pursuant to Planning Commission Resolution No. 5899-17, the Applicant received approval of Site Plan No. SP -043-2017 and Tentative Tract Map No. TT - 17455. On February 20, 2020, pursuant to Planning Commission Resolution No. 5977-20, the Planning Commission approved Tentative Tract Map No. TT 17455 (Amended 2020) amending the previously approved Map. A copy of Planning Resolution Nos. 589 9-17 and 5977-20 are attached.
DISCUSSION
The Tract Map will subdivide an existing 5.759 acre lot into four (4) comm ercial lots (lots 1 to 4) with lot sizes of 1.398-acres (Lot 1), 0.825-acre (Lot 2), 0.78-acre (Lot 3) and 1.392- acres (Lot 4). The Tract Map will also create a letter-lot easement on Harbor Boulevard that has been dedicated to the City of Garden Grove in -fee for public purposes. The Tract Map includes the rear lot line adjustment of the four (4) residential properties on Choisser Road for the grand total of 0.66-acres. Easements for public utility, vehicle access, domestic water, and appurtenances have been dedicated.
The Subdivision Improvement Agreement requires the posting of Subdivision Improvement Bonds to ensure completion of off-site street, sewer, water and drainage improvements, related onsite improvements and survey monumentation.
92 Item 431/2024
FINANCIAL IMPACT
There is no financial impact to approve the Final Tract Map No. TR 17455 and a Subdivision Improvement Agreement with Investel Garden Resorts, LLC, for the property located at the northeast corner of Harbor Boulevard and Twintree Lane, Garden Grove.
RECOMMENDATION
It is recommended that the City Council:
Approve Final Tract Map No. TR 17455 and the Subdivision Improvement Agree ment with Investel Garden Resorts, LLC, for the property located at the northeast corner of Harbor Boulevard and Twintree Lane, Garden Grove;
Accept the Subdivision Improvement Bonds; and
Authorize the City Manager , or designee , to execute the Subdivision Improvement Agreement on behalf of the City and make minor modifications as appropriate.
By: Kamyar Dibaj, MS, Project Engineer
ATTACHMENT(S)
1. Exhibit A Cost Estimate
2. Agreement
3. Resolution 5899-17
4. Resolution 5977-20
93 Project
Location
1 Onsite Grading Quantity Unit Unit Price Total
Clearing and grubbing 3600 CY $ 7.00 $ 25200
Remedial grading 1900 CY $ 12.00 $ 22800
Site pavement (cut and fill) 2200 CY $ 7.00 $ 15400
Subtotal $ 63400
2 Onsite Improvements
2.1 Site Concrete
Pedestrian paving 19130 SF $ 25.00 $ 478250
Vehicular paving 18600 SF $ 20.00 $ 372000
Curb and gutter 2243 LF $ 50.00 $ 112150
Concrete curb at grade 614 LF $ 28.00 $ 17192
Truncated domes 806 SF $ 55.00 $ 44330
2.2 Onsite Utilities
Domestic Water
Domestic water line, 2" 58 LF $ 81.56 $ 4730
Domestic water line, 3" 62 LF $ 123.34 $ 7647
Domestic water line, 4" 157 LF $ 266.68 $ 41869
Domestic water line, 6" 324 LF $ 276.68 $ 89644
Domestic backflow preventer 3 EA $ 23890.00 $ 71670
Domestic/irrigation backflow
preventer, 1.5" (off Twintree) 1 EA $ 5000.00 $ 5000
Sanitary Sewers
Sanitary sewer line, 4" 390 LF $ 81.56 $ 31808
Sanitary sewer line, 6" 157 LF $ 85.56 $ 13433
Sanitary sewer line, 8" 274 LF $ 171.12 $ 46887
Sanitary sewer line, 10" 116 LF $ 208.90 $ 24232
Sewer cleanout 12 EA $ 10945.01 $ 131340
Storm drain
Storm drain line, 4" 486 LF $ 81.19 $ 39458
Storm drain line, 6" 688 LF $ 123.78 $ 85161
Storm drain line, 8" 69 LF $ 158.38 $ 10928
Storm drain SPRE detention pipe,
8" 210 LF $ 158.38 $ 33260
Storm drain line, 10" 320 LF $ 202.97 $ 64950
Storm drain line, 12" 222 LF $ 237.57 $ 52741
Storm drain line, 15" 560 LF $ 304.46 $ 170498
Storm drain line, 18" 239 LF $ 361.35 $ 86363
Storm drain line, 24" 308 LF $ 504.25 $ 155309
Trench drain 192 LF $ 427.80 $ 82138
Storm drain manhole and junction
structure 8 EA $ 15617.7 $ 124942
Storm drain cleanout 3 EA $ 5971.31 $ 17914
Infiltration drywell 3 EA $ 83357.67 $ 250073
CDS pretreatment unit, SPRE
dentention tank 1 EA $ 600000 $ 600000
Precast concrete catch basin 44 EA $ 4778.01 $ 210232
Natural Gas
Natural gas line 168 LF $ 248.72 $ 41785
Gas Meter 2 EA $ 8759.68 $ 17519
Fire Water
Fire water line, 4" 298 LF $ 320.20 $9 5 4 2 0
Fire water line, 6" 142 LF $ 340.20 $4 8 3 0 8
Fire water line, 8" 331 LF $ 370.20 $ 122536
The Aurela
12302 Harbor Blvd, Garden Grove
Onsite & Offsite Improvements (For Bonding Purpose)
EXHIBIT A
94 Fire hydrants 3 EA $ 15926.68 $ 47780
Fire water backflow preventer 4 EA $ 25680.00 $ 102720
Subtotal $ 3952218
3 Offsite Improvements
2.1 Surveying
Survey 45334 SF $ 0.73 $ 33094
2.2 B-permit Demolition
Offsite demolition 45334 SF $ 3.54 $ 160482
Sawcut AC paving 1404 LF $ 3.54 $ 4970
2.3 Site Paving
Site Concrete
Bus pad, concrete 1082 SF $ 42.69 $ 0
Right turn pocket 1632 SF $ 42.69 $ 0
ADA access ramp with truncated
domes 166 SF $ 85.38 $ 0
ADA access ramp 493 SF $ 85.38 $ 0
Curb and gutter, 8" high 883 LF $ 102.45 $ 0
AC Paving
Mill and overlay AC paving 14700 SF $ 4.99 $ 0
New AC paving 15320 SF $ 13.19 $ 0
Patch and repair AC along
curb/gutter 2649 SF $ 28.51 $ 0
Patch and repair for utilities 5212 SF $ 39.92 $ 208063 Re-striping sidewalks 1 LF $ 64151.93 $ 0
Patch and repair for traffic signals 5400 SF $ 31.36 $ 0
2.4 Offsite Utilities
Domestic Water
Domestic water line, 4" 116 LF $ 286.68 $ 33255
Domestic water line, 6" 212 LF $ 286.68 $ 60776
Domestic water line point of
connection 3 EA $ 10000.00 $ 30000
Water meter and vault 3 EA $ 23000.00 $ 69000
Gate valve, 4" 1 EA $ 3000.00 $ 3000
Gate valve, 6" 2 EA $ 5000.00 $ 10000
Water service, 2" & water meter
1.5" 1 EA $ 9750.00 $ 9750
8" gate valve for water main
crossing, existing water main to
be abandoned
3 EA $ 7000.00 $ 21000
Sanitary Sewers
Sanitary sewer line, 8" 254 LF $ 500.00 $ 127000
Sanitary sewer line, 10" 76 LF $ 537.07 $ 40817
Sanitary sewer line point of
connection 4 EA $ 12000.00 $ 48000
Sewer manhole 1 EA $ 25000.00 $ 25000
Sewer main abandonment, fill the
line with light weight concrete
320 LF $ 23.00 $ 7360
Storm Drain
Storm drain line, 42" 284 LF $ 150.00 $ 42600
Storm water point of connection 1 EA $ 12000.00 $ 12000 Storm drain manhole 1 EA $ 20000.00 $ 20000
Natural Gas
Natural gas line 169 LF $ 296.00 $ 50024
Fire Water
95 Fire water line, 4" 108 LF $ 290.20 $ 31342
Fire water line, 6" 100 LF $ 290.20 $ 29020
Fire water line, 8" 251 LF $ 457.43 $ 114815
Fire water point of connection 4 EA $ 10000.00 $ 40000
Fire hydrant 2 EA $ 15926.68 $ 31853
Gate valve, 4" 1 EA $ 3000.00 $ 3000
Gate valve, 8" 2 EA $ 7000.00 $ 14000
Subtotal $ 1280222
TOTAL 1-3 $ 5295839
Notes:
The above costs are based on AECOM Hunt's proposal (September 2022) with adjustments to match latest civil set. 96 1834974.1
SUBDIVISION IMPROVEMENT AGREEMENT
SUBDIVIDER: INVESTEL GARDEN RESORT, LLC.
TRACT MAP NO. 17455
THIS AGREEMENT is made this ____th day of ____ 2024, by the CITY OF GARDEN GROVE, a municipal corporation ("CITY") on the one hand, and INVESTEL GARDEN RESORTS, LLC, a Delaware limited liability company ("SUBDIVIDER"). CITY and SUBDIVIDER are sometime referred to herein individually as the “Party” or collectively as the “Parties.”
RECITALS:
The following recitals are a substantive part of this Agreement:
1. SUBDIVIDER and CITY are parties to (a ) that certain Grove District Resort Hotel Development Agreement, dated April 9, 2013, as assigned to SUBDIVIDER and amended (the “RDDA”), and (b) that certain Development Agreement No. DA -008-2017, dated January 12, 2018 (the “DA”).
2. SUBDIVIDER has obtained initial CITY approval of a subdivision map for Tentative Tract Map No. 17455 (“Project”), subject to certain conditions of approval for the development of the Project (“Conditions of Approval”).
3. As a condition precedent to the approval of the Final Map by CITY, SUBDIVIDER is required to construct, install and/or offer for dedication to CITY certain streets, highways, easements, infrastructure improvements and/or parcels of land intended for public use.
4. SUBDIVIDER, by the Final Map, has offered for dedication to CITY certain streets, easements, property, and infrastructure improvements.
5. CITY desires to accept the dedication s of such streets, easements, property, and other improvements as shown on the Final Map, and certain other improvements described in this Agreement.
6. SUBDIVIDER has delivered to CITY and CITY has approved plans and specifications and related documents for certain “Improvements” (as hereinafter defined), which are required to be constructed and installed in order to accommodate the development of the Project.
7. SUBDIVIDER has requested approval of the Final Map prior to completion of all of the Improvements required by CITY.
8. To assure CITY that SUBDIVIDER will complete construction and installation of all required Improvements, the Parties have entered into this Agreement. 97 1834974.1
9. SUBDIVIDER’s agreement to construct and install the Improvements pursuant to this Agreement and its offer of dedication of the streets, easements, and other improvements, as shown on the Final Map, are a material consideration to CITY in approving the Final Map and permitting development of the Project to proceed.
SUBDIVIDER has agreed to perform, the construction and installment of the Improvements.
10. This Agreement is entered into in accordance with the Subdivision Map Act (Government Code sections 66410 et seq.) and the ordinances, rules, regulations, and determinations of the CITY.
AGREEMENT
NOW THEREFORE, based on the foregoing Recitals, which are incorporated herein by reference, and in consideration of the CITY’s approving the Final Map and permitting development of the Project to proceed, CITY’s acceptance of the streets, easement, and other improvements offered for dedication by SUBDIVIDER, and the mutual promises contained herein, the Parties mutually agree as follows:
1. Improvements. Subject to the RHDA, SUBDIVIDER, at his or her sole expense, agrees to construct and install, as applicable, the street, sidewalks, drainage, domestic water, sanitary sewer, and other improvements (herein sometimes collectively referred to as the “Improvements”) required to be constructed or agreed to be constructed as a condition precedent to the approval of the Final Map and acceptance of such streets and easements, as expressly shown on (1) the Improvement Lists attached hereto at Exhibit “A” and incorporated herein by reference, and/or (2) the approved Project Improvement Plans on file with CITY and/or subsequently approved or revised by CITY and SUBDIVIDER (the “Improvement Plans”). The estimated construction cost for the Improvements is $5,295,839.
2. Security. To secure the faithful performance of each improvement required under this Agreement and to ensure full payment to all persons furnishing or supplying labor or materials for each improvement required, SUBDIVIDER shall provide CITY with the following bonds (or a cash deposit or instrument of credit in lieu of bonds):
Improvement Type of Bond Amount
100% of total estimate for Off-Site
Improvements and On
-Site
Grading & Drainage
Improvements as shown on
Grading Plan No. G
-1372 and
Street Improvement Plan No. A-
1927
Faithful
Performance
$5,295,839
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50% of total estimate for Off-Site
Improvements and On-Site
Grading & Drainage
Improvements as shown on
Grading Plan No. G
-1372 and
Street Improvement Plan No. A-
1927
Labor &
Material
$2,647,920
100% total estimate for Survey
Monument Bond for setting
required survey monuments and
filing all documentation and
records as described and required
by the Final Tract Map on file with
the CITY
Monument
Bond
$13,000
The bonds shall be executed on CITY forms by a surety authorized to do business in the State of California and shall be subject to approval by the City Attorney. Any instrument of credit provided in lieu of bonds shall be from a qualified financial institution, and in a form, acceptable to CITY.
3. Time for Completion. SUBDIVIDER shall complete construction and installation of the Improvements within time period(s) provided for in the schedule of performance set forth in the RHDA and/or DA or approved by the CITY in writing.
4. CITY Inspection and Acceptance. The City Engineer or his or her duly authorized representative, upon request of SUBDIVIDER, shall inspect the improvements herein agreed to be constructed or installed by SUBDIVIDER, and, if determined to be in accordance with the applicable CITY standards, as set forth in the Garden Grove Municipal Code, Conditions of Approval and Improvement Plans, shall recommend the acceptance of such improvements by the CITY.
5. Changes or Alterations. SUBDIVIDER shall perform changes or alterations in the construction and installation of the improvements required by CITY, to the extent such changes or alterations are needed to cause the improvements to comply with the applicable CITY standards, as set forth in the Garden Grove Municipal Code, Conditions of Approval and Improvement Plans.
6. Guarantee. SUBDIVIDER shall guarantee such improvements for a period of one (1) year following the completion by SUBDIVIDER and acceptance by CITY against any defective work or labor done, or defective materials furnished, in the performance of work pursuant to this Agreement.
7. Insurance and Indemnification Requirements.
7.1 Commencement of Work. Unless expressly waived in writing by CITY, insurance meeting the requirements set forth in this Agreement and covering the acts and 99 1834974.1
omissions of SUBDIVIDER, and all other contractors and subcontractors engaged in any way in the construction and installation of the Improvements must be provided to CITY, and SUBDIVIDER, all contractors, and subcontractors shall not commence work under this Agreement until all required insurance certificates and endorsements have been received and approved by the CITY.
7.2 Contractors and Subcontractors . SUBDIVIDER acknowledges and agrees that the insurance requirements set forth in Section 306 of the RHDA apply to the construction of the Improvements in accordance with this Agreement, and such insurance requirements are hereby incorporated by reference as if fully set forth herein. SUBDIVIDER shall require all co ntractors and subcontractors engaged in construction and installation of the Improvements to obtain and maintain the same insurance as required of SUBDIVIDER herein and shall require such contractors and subcontractors to agree to comply with the insurance requirements herein, including providing the endorsements naming the CITY as an additional insured.
SUBDIVIDER shall be responsible to collect and maintain all insurance from all such contractors and subcontractors. Should the insurance carrier for any such contractor or subcontractor require an agr eement with the CITY prior to providing effective additional insured coverage, then such contractor or subcontractor shall be required to execute an agreement with the CITY, in a form approved by the City Attorney, agreeing to perform the pertinent work and stipulating to indemnify and provide insurance under the terms of the Insurance and Indemnification Requirements of this Agreement.
7.3 Indemnification.
A. SUBDIVIDER agrees to protect, defend, and hold harmless CITY and its officials, officers, employees and agents from any and all claims, liabilities, expenses or damages of any nature, including attorneys’ fees, for injury to or death of any person, damage to property, interference with use of property, and monetary damages of any nature resulting from, arising out of, or in any way connected with performance of the Agreement by SUBDIVIDER and its agents, officers, employees, subcontractors, or independent contractors hired by SUBDIVIDER. The only exception to SUBDIVIDER’S responsibility to protect, defend, indemnify and hold harmless CITY, is due to the negligence or willful misconduct of CITY, or any of its officials, officers, employees or agents.
B. SUBDIVIDER agrees to protect, defend, and hold harmless CITY and its officials, officers, employees and agents from any and all claims, liabilities, expenses or damages of any nature, including attorneys’ fees, for injury to or death of any person, damage to property, interference with use of property, and monetary damages of any nature resulting from, arising out of, or in any way connected with the construction and installation of the Improvements and performance of the Agreement by SUBDIVIDER and its agents, officers, employees, subcontractors, or independent contractors hired by SUBDIVDER. 100
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The only exception to SUBDIVIDER’S responsibility to protect, defend, indemnify and hold harmless CITY, is due to the negligence or willful misconduct of CITY, or any of its officials, officers, employees or agents.
C. CITY does not, and shall not waive any rights against SUBDIVIDER which it may have by reason of this hold harmless agreement. This hold harmless agreement shall apply to all liability regardless of whether or not any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by SUBDIVIDER in the event of loss, claim, damage, or expense. The indemnification obligations of SUBDIVIDER shall survive the termination of this Agreement until all such obligations are fully and finally resolved.
8. Default.
8.1 Remedies Not Exclusive. In any case where this Agreement provides a specific remedy to CITY for a default by SUBDIVIDER hereunder, such remedy shall be in addition to, and not exclusive of, CITY’s right to pursue any other administrative, legal, or equitable remedy to which it may be entitled.
8.2 CITY Right to Perform Work. In the event SUBDIVIDER fails to perform any obligations under this Agreement, SUBDIVIDER hereby authorizes CITY to perform such obligations twenty (20) days after mailing written Notice of Default to SUBDIVIDER at the address given below, and agrees to pay the entire cost of such performance by CITY, unless SUBDIVIDER cures such default in such twenty (20) day period, or such additional time as CITY deems reasonable in its sole discretion.
8.3 Costs and Attorney’s Fees. In the event SUBDIVIDER fails to perform any obligations under this Agreement, SUBDIVIDER agrees to pay all costs and expenses reasonably incurred by CITY in securing performance of such obligations, including costs of suit and reasonable attorney’s fees. In the event of any dispute arising out of SUBDIVIDER's performance of its obligations under this Agreement or under any of the Security Instruments referenced herein, the prevailing party in such action, in addition to any other relief which may be granted, shall be entitled to recover its reasonable attorney's fees and costs. Such attorney's fees and cost shall include fees and costs on any appeal, and in addition a party entitled to attorney's fees and costs shall be entitled to all other reasonable costs incurred in investigating such action, taking depositions and discovery, retaining expert witnesses, and all other necessary and related costs with respect to the litigation. All such fees and costs shall be deemed to have accrued on commencement of the action and shall be enforceable whether or not the action is prosecuted to judgment.
9. Non-Liability of Officials and Employees of CITY. No member, official or employee of CITY shall be personally liable to SUBDIVIDER, or any successor in interest, in the event of any default or breach by CITY, or for any amount which may become due from CITY or its successor, or any obligation under the terms of this Agreement. 101
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10. Labor.
10.1 Labor Standards. SUBDIVIDER shall be responsible for causing itself and all contractors and subcontractors constructing or installing any of the Improvements to comply with all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. CITY has advised SUBDIVIDER and SUBDIVIDER acknowledges that said prevailing wage requirements and the prevailing wage provisions of the RHDA apply to construction of the Improvements. Prior to construction of the Improvements CITY will ascertain from the State of California Director of Industrial Relations, the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime work in the locality in which the work is to be performed for each craft or type of work needed to execute this Agreement, and make copies of the same available to SUBDIVIDER.
SUBDIVIDER’s contractor and its subcontractors must be registered with the California Department of Industrial Relations pursuant to Labor Code Section 1725.5 and must provide proof of registration to CITY prior to commencing construction of any Improvements. SUBDIVIDER shall be responsible for its contractors’ compliance in all respects with the Prevailing Wage Law, including the payment of the prevailing wage rates to all the laborers involved, and with California Labor Code Section 1770 et seq., including the keeping of all records required by the provisions of Labor Code Section 1776 and the implementing administrative regulations. SUBDIVIDER shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3) and shall comply with the job site notices posting requirements established by the Labor Commissioner pursuant to Title 8, California Code of Regulations Section 16461(e) or other regulation promulgated pursuant to Labor Code Section 1771.4(a)(2). Pursuant to Labor Code Section 1771.4, the Improvements will be subject to compliance monitoring and enforcement by the California Department of Industrial Relations. CITY shall be a third-party beneficiary of the forgoing covenant with rights to enforce the same as against SUBDIVIDER.
10.2 Non-Discrimination. SUBDIVIDER covenants and agrees that there shall be no discrimination against or segregation of any person, group, or employee due to race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry, in any action or activity undertaken pursuant to this Agreement.
10.3 Licensed Contractors. SUBDIVIDER shall cause all of the Improvements to be constructed and/or installed by contractors and subcontractors with valid California Contractors’ licenses for the type of work being performed.
11. Change of Subdivider. If SUBDIVIDER ceases to have legal interest in the Project, then a notice to that effect shall be filed with CITY by SUBDIVIDER. The notice shall include the name and address of the new subdivider. SUBDIVIDER shall require as a condition of the transfer of the legal interest in the Project, that the new subdivider shall (1) submit new bonds in accordance with this Agreement (at which time the original 102
1834974.1
bonds shall be released); (2) submit to CITY a certified copy of the recorded deed referencing the transfer of the legal interest; and (iii) require that, upon transfer, the successor subdivider undertake all of the obligations under this Agreement in lieu and in place of SUBDIVIDER. Thereafter, SUBDIVIDER shall have no further obligations to CITY under this Agreement except for any liability, obligations, acts or omissions incurred prior to such transfer. SUBDIVIDER’s responsibility for such liability, obligations, acts or omissions shall survive until such liability or obligations are fully and finally resolved,
12. General Provisions. It is mutually agreed as follows:
12.1 Assignment or Delegation. Neither CITY nor SUBDIVIDER shall assign this Agreement without the consent of the other. SUBDIVIDER shall not delegate its obligations under this Agreement to another.
12.2 Independent Contractor. It is understood and agreed that, in connection with the performance of SUBDIVIDER’s obligations under this Agreement, SUBDIVIDER, its employees, agents, contractors, and any subcontractors acting on behalf of SUBDIVIDER shall act and be independent contractors and shall not be agents or employees of the CITY, and as independent contractors, shall obtain no rights to retirement benefits, or other benefits which accrue to CITY employees, and SUBDIVIDER, on behalf of itself, its employees, agents, contractors, and any subcontractors acting on behalf of SUBDIVIDER, hereby expressly waives any claim it may have to any such rights.
12.3 Compliance with Law. SUBDIVIDER shall comply with, and require all those acting on SUBDIVIDER’s behalf to comply with, all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
12.4 Conflict of Interest and Reporting. SUBDIVIDER shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement.
12.5 Notices. All notices shall be personally delivered or mailed, postage prepaid, to the below-listed address, or to such other address as may be designated by written notice.
These addresses shall be used for delivery of service of process.
If to SUBDIVIDER:
INVESTEL GARDEN RESORTS, LLC
Attn: Weifeng Zhang
12966 Euclid Street, Suite 300
Garden Grove, Ca 992840
If to CITY:
City of Garden Grove
Attention: Public Works Director
11222 Acacia Parkway
103
1834974.1
Garden Grove, California 92840
12.6 Licenses, Permits, Fees, and Assessments . At its sole cost and expense, SUBDIVIDER shall obtain such license, permits, and approvals as may be required by law for the performance of SUBDIVIDER’s obligations under this Agreement.
SUBDIVIDER, and not CITY, shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the obligations required under this Agreement.
12.7 Time of Essence. Time is of the essence in the performance of this Agreement.
12.8 Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the Parties, including all successors and assigns to SUBDIVIDER’s right, title, and interest in the property covered by the Project and any portion thereof.
12.9 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement.
12.10 Modification. This Agreement constitutes the entire agreement between the Parties.
This Agreement may be modified only by subsequent mutual written agreement executed by CITY and SUBDIVIDER.
12.11 Waiver. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the CITY, SUBDIVIDER. SUBDIVIDER agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver of any other condition of performance under this Agreement.
12.12 California Law. This Agreement shall be construed in accordance with the laws of the State of California. Any action commenced pursuant to this Agreement shall be initiated in the central or main branch of the Orange County Superior Court.
12.13 Interpretation. This Agreement shall be interpreted as though prepared by all Parties.
12.14 Preservation of Agreement. Should any paragraph, clause, provision or word of this Agreement be found invalid or unenforceable, such decision shall affect only the paragraph, clause, provision or word so construed and interpreted, and all remaining provisions shall remain valid and enforceable.
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13. Relationship to RHDA. Nothing in this Agreement is intended by the Parties to, and this Agreement shall not be interpreted to, amend or alter the respective rights and obligations of the Parties pursuant to the RHDA.
14. Mutual Agreement. The Parties hereto do mutually covenant and agree to the full and faithful performance of their respective obligations under this Agreement.
[SIGNATURES ON FOLLOWING PAGES]
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IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _______________________________
“CITY”
CITY OF GARDEN GROVE, A
MUNICIPAL CORPORATION
BY: _____________________________
City Manager
ATTEST:
City Clerk
Date: ______________________________
Date: ______________________________
“SUBDIVIDER
”
INVESTEL
GARDEN RESORTS, LLC,
a Delaware limited liability company
By: INVESTEL RESORTS
MANAGEMENT, LLC, a Delaware
limited liability company
Its: Manager
By: _____________________________
Weifeng Zhang
Its: Manager
APPROVED AS TO FORM:
Garden Grove City
Attorney
Date: _______________________________
106
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INSTRUCTIONS: If SUBDIVIDER is a corporation or limited liability company, the Agreement must be executed in the corporate/LLC name and signed by the President or a Vice-President and the Secretary or Assistant Secretary. If SUBDIVIDER is a limited liability company with designated centralized management (i.e., those that specifically designate in their articles of organization that they will be managed by a manager or managers), the Agreement must be executed in the LLC’s name and signed by at least two managers (or by one manager in the case of an LLC whose articles of organization state that it is managed by only one manager). If SUBDIVIDER is a partnership, it must be signed by all general partners. If SUBDIVIDER is an individual doing business under a fictitious name, it must be signed by all persons having an interest in the business, and the fictitious name must be included.
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EXHIBIT A
108
RESOLUTION NO. 5899-17
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF GARDEN GROVE APPROVING SITE PLAN NO. SP-043-2017 AND TENTATIVE TRACT MAP NO.
TT-17455 FOR THE MODIFIED SITE C RESORT HOTEL DEVELOPMENT PROJECT ON PROPERTY LOCATED AT 12222, 12252, 12262, 12272, 12292, AND 12302 HARBOR BOULEVARD, 12511, 12531, 12551 AND 12571 TWINTREE LANE, AND 12233, 12235, 12237, AND 12239 CHOISSER ROAD , ASSESSOR’S PARCEL NOS. 231-421-20, 231-521-01, 02, 03, 04, 05, 06, 07, 08, 09, AND 10; AND 231-491-12, 13, 14, 15, 16, 17, 18, AND 19.
B E I T R E S O L V E D t h a t t h e P l a n n i n g C o m m i s s i o n o f t h e C i t y o f G a r d e n G r o v e , i n regular session assembled on November 2, 2017, does hereby approve Site Plan No. SP-043-2017, and Tentative Tract Map No. TT- 17455, for land located at the northeast corner of Harbor Boulevard and Twintree Lane, west of Choisser Road at 12222, 12252, 12262, 12272, 12292, and 12302 Ha rbor Boulevard, 12511, 12531, 12551 and 12571 Twintree Lane, and 12233, 12235, 12237, and 12239 Choisser Road, Assessor’s Parcel Nos. 231-421-20, 231-521-01, 02, 03, 04, 05, 06, 07, 08, 09, and 10; and 231-491-12, 13, 14, 15, 16, 17, 18, and 19 (collectively, the “Site”).
BE IT FURTHER RESOLVED in the matter of Site Plan No. SP-043-2017 and Tentative Tract Map No. TT-17455, the Planning Commission of the City of Garden Grove does hereby report as follows:
1. The subject case was initiated by Investel Garden Resorts, LLC (the “Applicant”).
2. In 2012, the Garden Grove City Council approved General Plan Amendment No.
GPA-2-12(B) and Planned Unit Development No. PUD-128-12 and adopted a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program to facilitate the future development of a resort hotel development project (the “Site C Project”) on the Site. Planned Unit Development No. PUD-128-12 incorporates a conceptual site plan depi cting the Site C Project, as it was contemplated at the time. The Applicant now requests approval of a Site Plan, Tentative Tract Map, and Development Agreement to implement the Site C Project and proposed modifications to the 2012 conceptual site plan (the “Modified Project”). The request includes: (i) Planning Commi ssion approval of Site Plan No. SP-043-2017 depicting the Modified Project, which includes the same number of hotels, maximum number of hotel rooms, and maximum building heights as approved in 2012, but proposes modifications to the configuration of the buildings, the intern al circulation and site access, and the amount and type of ancillary uses; (ii) Planning Commission approval of Tentative Tract Map No. TT-17455 to adjust the rear property lines of four (4) parcels located on Choisser Road and to consolidate existing parcels into two (2) lots to facilitate the development of the Modified Project and future commercial condominiumization; and (iii) City Council approval of Development Agreement No. DA-008-2017 between the City of Garden Grove and Investel Garden 109
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Resorts, LLC, providing the Applicant with a vested right to develop the Modified Project in accordance with Site Plan No. SP-043-2017 and Tentative Tract Map No. TT-17455.
3. Based on the approval of the Site C Project and adoption of a Mitigated Negative Declaration in 2012, pursuant to the California Environmental Quality Act, California Public Resources Code Section 21000 et seq. ("CEQA") and CEQA's implementing guidelines, California Code of Regulations, Title 14, Section 15000 et seq., the City of Garden Grove prepar ed an Initial Study to determine if the proposed modifications resulting from the Modified Project will result in any new significant impacts or a substantial increase in the severity of previously identified significant impacts as required by CEQA Section 21166 and CEQA Guidelines Section 15162. Based on the Initial Study and supporting technical analyses, it was determined that the pr oposed Modified Project qualifies for a Subsequent Mitigated Negative Declar ation because the proposed Modified Project, along with the mitigation measures identified in the Initial Study cannot, or will not, have any new significant effects on the environment or result in a substantial increase in the severity of previously identified significant effects.
4. The property has a General Plan Land Use designation of International West Mixed Use and is zoned Planned Unit Development No. PUD-128-12. The subject Site is 4.3-acres and is currently vacant and unimproved. The Project Site abuts a vacant commercial lot to the north (the “Sunbelt Property”); commercial buildings and one-story, single-family homes to the south; one-story, single- family homes to the east; and commercial uses, the Sheraton Hotel, and vacant properties to the west. In accordance with Section 5 of Ordinance No. 2824, the Community and Economic Development Director has determined, in her reasonable discretion, that design of the Modified Project preserves direct vehicle access to and from the Sunbelt Property from Harbor Boulevard for both northbound and southbound traffic traveling on Harbor Boulevard.
5. Existing land use, zoning, and General Plan designations of property in the vicinity of the subject property have been reviewed.
6. Report submitted by City staff was reviewed.
7. Pursuant to a legal notice, a public hearing was held on November 2, 2017, and all interested persons were given an opportunity to be heard.
8. Concurrently with adoption of this Resolution, on November 2, 2017, the Planning Commission adopted Resolution No. 5898-17 adopting a Subsequent Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Modified Project, and Resolution No. 5900-17 recommending approval of Development Agreement No. DA-008-2017 by the Garden Grove City Council.
The facts and findings set forth in Planning Commission Resolution Nos. 5898-17 and 5900-17 are hereby incorporated into this Resolution by reference. 110
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9. The Planning Commission gave due and careful consideration to the matter during its meeting of November 2, 2017.
BE IT FURTHER RESOLVED, FOUND AND DETERMINED that the facts and reasons supporting the conclusion of the Planning Commission, as required under Municipal Code Sections 9.32.030 and 9.40.060, are as follows:
FACTS:
In 2012, the Garden Grove City Council approved General Plan Amendment No.
GPA-2-12(B) and Planned Unit Development No. PUD-128-12 and adopted a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program to facilitate the future development of a resort hotel project known as the Site C Project.
As approved in 2012, the Site C Project called for up to 769 rooms and ancillary hotel uses such as pools, spas, and fitneess centers within one (1) full-service and two (2) limited-service resort hotels with up to 104,000 aggregate square feet of conference/meeting banquet space, hotel restaurant space, and freestanding pad restaurant/entertainment space, and a multi-level parking garage with 1,297 parking spaces on 5.2-acres. Planned Unit Development No. PUD-128-12 incorporated a conceptual site plan depict ing the Site C Project, as it was contemplated at the time. The conceptual site plan envisioned two vehicular access points to the Project Site, one on Harbor Boulevard, across from the entrance to the Sheraton Hotel, and another on Twintree Lane. The Planned Unit Development standards require the installation of a traffi c signal at the main Project entrance on Harbor Boulevard and related raised median improvements in Harbor Boulevard.
Planned Unit Development No. PUD-128-12 allows the number of parking spaces to be reduced below 1,297 to the extent justified by a parking study in the event the approved project consists of less than 769 rooms and/or the prescribed square footages of the total combined conference/ meeting banquet space and restaurant changes.
The Applicant now proposes to develop the Site C Project, and proposes certain modifications to the Project depicted in the 2012 conceptual site plan. The number of hotels, maximum number of hotel rooms, and maximum building heights remain the same, but the size of the Site, the configuration of the buildings, the amount and type of ancillary uses, and the intern al circulation and site access have been modified.
The Modified Project consists of 769 hotel rooms and approximately 26,090 square feet of additional hotel ancillary uses within two (2) full-serve and one (1) limited-service hotel, approximately 39,867 square feet of conference/meeting banquet space, approximately 36,885 square feet of
restaurant/retail/entertainment space, approximately 24,014 square feet of hotel restaurant space, and a total of up to 1,297 parking spaces within a multi-level 111
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parking structure with one level of subterranean parking. The Modified Project will be constructed on approximately 4.3-acres.
Planned Unit Development No. PUD-128-12 and the 2012 conceptual site plan contemplate the potential development of the Site and the adjacent property located to the north of the Site at 12202 Harbor Boulevard and identified as Assessor’s Parcel No. 231-491-21 (the “Sunbelt Property”) as part of a single project. Garden Grove City Council Ordinance No. 2824, approving Planned Unit Development No. PUD-128- 12 provides that, in the event the Sunbelt Property is not developed as part of a single project with the remainder of the Site, the Community Development Director shall ensure, in his or her reasonable discretion, that access to the Sunbelt Property is adequately maintained through either an access easement between the two properties or preservation of direct vehicle access to and from the Sunbelt Property from Harbor Boulevard for both northbound and southbound traffic traveling on Harbor Boulevard. The Modified Project does not include development of the Sunbelt Property as part of a single project and does not provide for an access easement.
Thus, access to and from the Sunbelt property will be maintained directly from Harbor Boulevard. In June 2017, RK Engineering conducted an analysis on behalf of the City analyzing alternatives for providing access to and from the Sunbelt Property from Harbor Boulevard. Based on this analys is, right turn-in and turn-out unsignalized access to and from the Sunbelt Property from Harbor Boulevard is recommended.
Under this alternative, outbound vehicles can access southbound Harbor Boulevard by making a right-turn at the driveway and then performing a U-Turn maneuver to southbound Harbor Boulevard at the existi ng Harbor Boulevard / Target Driveway signalized intersection. Inbound vehicles traveling southbound on Harbor Boulevard can access the Sunbelt Property by making a U-Turn maneuver at the traffic signal to be installed at the Site C / Sheraton Hotel access intersection and then proceed northbound on Harbor Boulevard where vehi cles can turn right into the Sunbelt Property. The RK Engineering analysis recommends against creating median breaks in Harbor Boulevard to allow for unprotected left turn movements directly to/from the Sunbelt Property along Harbor Boulevard, finding that doing so would create an operational deficiency and hazard for vehicl es traveling on Harbor Boulevard. In accordance with Section 5 of Ordinance No. 2824, the Community and Economic Development Director has determined, in her reasonable discretion, that design of the Modified Project, which provides for U-Turn movements at the signalized intersection at the main Project entrance, preserves direct vehicle access to and from the Sunbelt Property from Harbor Boulevard for both northbound and southbound traffic traveling on Harbor Boulevard.
To facilitate the Modified Project, a Site Plan is required depicting the Modified Project, and a Tentative Tract Map is requir ed to adjust the rear property lines of four (4) existing city-owned parcels located at the northeast corner of the site on Choisser Road to incorporate a portion of these parcels into the Modified Project Site and to consolidate the existing parcels on the Modified Project Site into two (2) lots to facilitate development of the Modified Project and future commercial condominiumization.
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The Modified Project has been designed to comply with the performance standards of Planned Unit Development No. PUD-128-12, including maintaining the same number of hotels and hotel rooms, and complying with the building setbacks, parking, and maximum building heights as approved in 2012.
The Modified Project is located in the Gr ove District Anaheim Resort, which is designated as a resort destination that encourages hotels, restaurants, and entertainment uses.
FINDINGS AND REASONS:
Site Plan:
1. The Site Plan complies with the spirit and intent of the provisions, conditions and requirements of Title 9 and is consistent with the General Plan.
The Site has a General Plan Land Use Designation of the International West Mixed Use, which is intended to promote the development of resorts, entertainment, retail, restaurants, and hotels along Harbor Boulevard. Policy ED-1.1 of the Economic Development Element encourages the development and expansion of hotel facilities on key corridors in the City, such as Harbor Boulevard, while Goal LU-9 of the Land Use Element for the International West seeks to develop this area as a tourism and entertainment destination.
The Project site is currently vacant and unimproved, and the Modified Project will fulfill the goals of the General Plan.
The Modified Project has been designed to comply with the development standards and performance standards of Planned Unit Development No.
PUD-128-12. The number of hotels, maximum number of hotel rooms, and maximum building heights will remain the same as approved in 2012. The proposed modifications to the configuration of the buildings, the amount and type of ancillary uses, and the site access will continue to be in compliance with the intent of Planned Unit Development No. PUD-128-12. The proposed modifications comply with Planned Unit Development No. PUD-128-12. The Modified Project will be compatible with the existing hotel developments in the area, and will further the goals of the General Plan that envisions entertainment/themed resorts in the area.
2. The Project will not adversely affect essential on-site facilities such as off- street parking, loading and unloading area s, traffic circulation, and points of vehicular and pedestrian access.
The Modified Project will maintain the same vehicular access points on Harbor Boulevard and Twintree Lane as contemplated by the 2012 conceptual site plan, but will introduce a secondary vehicular access point to the Site located on Harbor Boulevard. The main vehicular access to the Project Site from 113
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Harbor Boulevard will be aligned with the existing driveway of the Sheraton Hotel, which is located directly across the street from the Project Site, which will facilitate vehicular and pedestrian access between the two (2) hotel developments and from the public right-of-way. A new traffic signal will be installed at this intersection that will allow for left turn and right turn in and out of the Project Site, as well as allow for U-Turns. The Twintree Lane driveway will function as a secondary access point to the Site, and will be designed to allow for left-turn in, and right-turn out of the Project Site along with having a channeled median and the appropriate signage that will restrict access to the surrounding residential neighborhood. The new proposed driveway on Harbor Boulevard will be designed as a right-turn out only of the Project Site. Right-turn into the Proj ect site will not be permitted at this driveway as it is located too close to Twintree Lane. Also, a new traffic signal will be installed at the Harbor Boulevard and Twintree Lane intersection.
The Modified Project will provide an internal vehicular circulation system that complies with the City’s minimum drive aisle standards, and will accommodate two-way traffic and provide appropriate access for trash trucks and emergency vehicles. The Modified Project will provide on-site sidewalks that originate from the public right-of-way that allow for pedestrian access to the Site.
The parking for the Project will be provided within a multi-level parking structure that will have one-level of subterranean parking. Based on a shared parking study prepared in 2012, Planned Unit Development No.
PUD-128-12 requires a total of 1,297 parking spaces to serve the Project based on the Project’s shared land uses, which are compatible and complimentary to one another. The provisions of Planned Unit Development No. PUD-128-12 allow the number of parking spaces to be reduced below 1,297 to the extent justified by a new parking study, in the event of changes to the number of hotel rooms and/or the prescribed square footages of other uses. Due to the proposed modification to the square footages of the approved uses, a new shared parking study was performed to analyze the new peak parking demand for the proposed uses. The new parking study showed that, based on the proposed uses, a total of 1,221 parking spaces will be required for the Modified Project. The Applicant proposes to provide a total of 1,297 parking spaces in conjunction with the Modified Project, which will result in a surplus of 76 parking spaces. Nevertheless, the Site Plan approval is conditioned to ensure that at least 1,221 parking spaces are maintained to serve the Project, based on the square footages analyzed in the shared parking study.
The City’s Traffic Engineering Section has reviewed the Modified Project, and the appropriate supplemental conditions of approval have been incorporated that, along with the PUD performan ce standards and the mitigation measures, will minimize any adverse impacts to surrounding streets. 114
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3. The Project will not adversely affect essential public facilities such as streets and alleys, utilities and drainage channels.
The Modified Project is subject to the performance standards approved in 2012 for Planned Unit Development No. PUD-128-12. The Public Work’s Department has reviewed the plans for the Modified Project, and has incorporated supplemental conditions of approval. The proposed development will provide landscaping and proper grading of the site to provide adequate on-site drainage. The PUD performance standards, the supplemental conditions of approval, and the adopted mitigation measures will minimize any adverse impacts to surrounding streets.
4. The Project will not adversely impact the Public Works Department's ability to perform its required function.
The Modified Project is subject to the Public Work’s Department performance standards approved in 2012 for Planned Unit Development No. PUD-128-12.
The Public Work’s Department has re viewed the Modified Project, and has incorporated supplemental conditions of approval and mitigation measures that will minimize any adverse impacts.
5. The Project is compatible with the phys ical, functional, and visual quality of the neighboring uses and desirable neighborhood characteristics.
The Modified Project has been designed in accordance with the development standards of Planned Unit Development No. PUD-128-12. The Project is located in the Grove District Anaheim Re sort, which is designated as a resort destination that encourages hotels, re staurants, and entertainment uses.
The resort area is improved with hotels, restaurants, and retail uses.
The proposed Modified Project will be compatible with the existing hotel developments in the area. The building elevations will be designed to reflect each hotel brand, and will include unique architectural elements of each hotel. The Modified Project will provide landscaping that is consistent with the Harbor Boulevard landscape treatment pattern. Therefore, the Project will have a reasonable degree of physical , functional, and visual compatibility with neighborhood.
6. Through the planning and design of buildings and building placement, the provision of open space landscaping and other site amenities will attain an attractive environment for the occupants of the property.
The Modified Project has been designed in accordance with the development standards of Planned Unit Development No. PUD-128-12, and the proposed modifications to the configuration of the buildings, the amount and type of 115
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ancillary uses, and the site access will continue to be in compliance with the intent of PUD-128-12. The Modified Project will provide the required the landscape setbacks along Harbor Boulevard and Twintree Lane that are consistent with the resort area landscape pattern.
Tentative Tract Map:
1. The proposed map is consistent with the General Plan.
The proposed map is consistent with the provisions of the General Plan International West Mixed Use land use designation, which applies to all affected parcels. The International West Mixed Use Land Use designation is intended to promote the development of resorts, entertainment, retail, restaurants, and hotels along Harbor Boulevard. Policy ED-1.1 of the Economic Development Element encourages the development and expansion of hotel facilities on key corridors in the City, such as Harbor Boulevard, while Goal LU-9 of the Land Use Element for International West seeks to develop this area as a tourism and entertai nment destination. The Tentative Tract Map will adjust the rear property lot lines of four (4) existing city-owned parcels located on Choisser Road to incorporate a portion of these parcels into the Project site, and will consolidate the existing parcels into two (2) lots to facilitate the development of the proposed resort hotel Project consisting of hotels and retail, restaurants and entertainment uses. The parcels on Choisser Road will maintain the requir ed minimum lot size of 7,200 square feet. The proposed Modified Project will be compatible with existing hotel developments in the area, and will further the goals of the General Plan that envisions entertainment/themed resorts in the area.
2. The design and improvement of the prop osed subdivision are consistent with the General Plan.
The design and improvements of the pr oposed subdivision are consistent with the General Plan. The proposed Project cons ists of hotels, restaurants, retail, and entertainment uses and is designed to comply with the applicable development standards of Planned Unit Development No. PUD-128-12. The International West Mixed Use Land Use designation is intended to promote the development of resorts, entertainm ent, retail, restaurants, and hotels along Harbor Boulevard. Policy ED-1.1 of the Economic Development Element encourages the development and expansion of hotel facilities on key corridors in the City, such as Harbor Boulevard, while Goal LU-9 of the Land Use Element for International West seek s to develop this area as a tourism and entertainment destination. The development standards and performance standards approved in 2012 for Planned Unit Development No. PUD-128-12, as well as the supplemental conditions of approval, will ensure that the design and improvement of the project site will be consistent with the spirit and intent of the General Plan.
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3. The Site is physically suitable for the proposed type of development.
The Site is physically suitable for the proposed development. The Site is located along Harbor Boulevard, a major thoroughfare, in the City’s Grove District Anaheim Resort area and is s pecifically zoned for the proposed resort hotel development. The total land area associated with the Tentative Tract Map is 4.42-acres, which includes 3.64-acres for Lot 1 and .78-acres for Lot
2. The Modified Project will be constructed on 4.3-acres of the land area. The proposed Tentative Tract Map will consolidate the existing parcels on the Site to facilitate development of the Modified Project, which has been designed to comply with the development standards of Planned Unit Development No.
PUD-128-12, including setbacks, building heights, and landscaping. In addition, entrance driveways and on-site drive aisles have been designed per the City’s standard and provide adequate access for trash trucks and emergency vehicle access.
4. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat, and the requirements of the California Environmental Quality Act have been satisfied.
The City of Garden Grove City Council prepared an initial study and adopted a Mitigated Negative Declaration pursuant to CEQA in 2012 in conjunction with approval of General Plan Amendment No. GPA-2-12(B) and Planned Unit Development No. PUD-128-12. The City also prepared an updated environmental analysis to determine if the proposed Modified Project will result in any new significant environmental impacts or a substantial increase in the severity of previously identi fied significant environmental impacts Based on the subsequent Initial Study and supporting technical analyses, it was determined that the proposed Modified Project qualifies for a Subsequent Mitigated Negative Declaration because the proposed Modified Project with the mitigation measures identified in the initial study, cannot, or will not, have any new significant effects on the environment or result in a substantial increase in the severity of previous ly identified significant effects.
Concurrently with adoption of this Resolution on November 2, 2017, the Planning Commission adopted Resolution No. 5898-17 adopting a Subsequent Mitigated Negative Declaration.
5. The Site is physically suitable for the proposed density of the development.
The Site is physically suitable for the Modified Project. Planned Unit Development No. PUD-128-12 expressly allows development of the proposed resort hotel project on the Site at the designed density. The proposed map will consist of two (2) parcels with a combined lot size of 4.42-acres, and the Modified Project will be constructed on 4.3-acres. The property is sufficient 117
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in size to accommodate the proposed Mo dified Project, and complies with the development standards of Planned Unit Development No. PUD-128-12.
6. The design of the subdivision and the proposed improvements are not likely to cause serious public health problems.
The design of the subdivision and the proposed improvements are not likely to cause serious public health problems since the conditions of approval will be in place to safeguard the public health. City Departments, including Traffic Division, Water Division, Engin eering Division, Fire Department, and the Planning Division, ha ve reviewed the Modified Pr oject. The development standards and the performance standards adopted in 2012 by Planned Unit Development No. PUD-128-12 and the supplemental conditions of approval for the Modified Project will be appli ed as mitigating measures against potential impacts that the Modified Project may have on the community.
7. The design of the subdivision and the proposed improvements will not conflict with easements of record or easements established by court judgment acquired by the public at large for access through or use of property within the subdivision; or, if such easements exist, alternate easements for access or for use will be provided and these w ill be substantially equivalent to the ones previously acquired by the public.
The design of the subdivision and the proposed improvements will not conflict with easements of record or easements established by court judgment acquired by the public at large for access through or use of property within the proposed subdivision. The project has been designed to either avoid development over existing easements or require replacement of existing easements.
8. The design and improvement of the proposed subdivision are suitable for the uses proposed and the subdivision ca n be developed in compliance with the applicable zoning requirements.
The Modified Project will be constructed on a 4.3-acres, and will accommodate the proposed number of hotels, the proposed square footages for the conference/meeting banquet space, the hotel restaurants, the retail uses, and hotel ancillary uses, and the required parking. The design and improvement of the subdivision is suit able for the proposed Modified Project, and the subdivision, as proposed, comply with the General Plan, Planned Unit Development No. PUD-128-12, and the Subdivision Map Act.
9. The design of the subdivision provides, to the extent feasible, for future passive or natural heating and cooling opportunities in the subdivision.
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To the extent feasible, the project has been designed in accordance with Government Code Section 66473.1, such as to allow for passive or natural heating opportunities in the subdivision design, to encourage the orientation of structures to take advantage of shade and prevailing breezes, to allow solar access for passive heating and o pportunities for placement of shade trees and other vegetation for cooling.
10. The design, density, and configuration of the subdivision strike a balance between the effect of the subdivision on the housing needs of the region and public service needs. The character of the subdivision is compatible with the design of existing structures, and th e lot sizes of the subdivision are substantially compatible with the lot sizes within the general area.
The Site is vacant, and no residential homes are proposed as part of the subdivision. The proposed Modified Project is located in an area known as the Grove District Anaheim Resort, which is designated as a resort destination that encourages hotels, re staurants, and entertainment uses.
The resort area is improved with hotels, restaurants, and retail uses.
The Modified Project will have the same number of hotels, hotel rooms, and maximum building heights as approved in 2012, and the proposed modifications to the configuration of the buildings, the amount and type of ancillary uses, and the site access will continue to be in conformance with Planned Unit Development No. PUD-128-12. The Modified Project has been designed to comply with the development standards of Planned Unit Development No. PUD-128-12.
11. The subject property is not located within in a state responsibility area or a very high fire hazard severity zone , the proposed subdivision is served by local fire suppression services, and the proposed subdivision meets applicable design, location, and ingress-egress requirements.
12. The discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the California Regional Water Quality Control Board. The performance standards adopted in 2012 for Planned Unit Development No. PUD-128-12 and supplemental conditions of approval fo r the Modified Project, for on and off- site improvements, will ensure permitted capacity of the public sewer system is not exceeded.
INCORPORATION OF FACTS AND FINDINGS SET FORTH IN THE STAFF REPORT
In addition to the foregoing, the Planning Commission incorporates herein by this reference, the facts and findings set forth in the staff report and in Resolution No. 5898-17.
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BE IT FURTHER RESOLVED that the Planning Commission does conclude:
1. The Site Plan and Tentative Tract Map possess characteristics that would justify the request in accordance with Municipal Code Sections No. 9.32.030.D.3 (Site Plan), and Section 9.40.060 (Tentative Maps).
2. In order to fulfill the purpose and intent of the Planned Unit Development No.
PUD-128-12 and the Municipal Code and thereby promote the health, safety, and general welfare, the Modified Proj ect is required to comply with the performance standards of Planned Unit Development No. PUD-128-12, and the supplemental Conditions of Approval (E xhibit “A”) that shall apply to Site Plan No. SP-043-2017 and Tentative Tract Map No. TT-17455.
Adopted this 2nd day of November, 2017
ATTEST: /s/ ANDREW KANZLER__________
CHAIR
/s/ JUDITH MOORE_____________
RECORDING SECRETARY
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS:
CITY OF GARDEN GROVE )
I, JUDITH MOORE, Secretary of the City of Garden Grove Planning Commission, do hereby certify that the forego ing Resolution was duly adopte d by the Planning Commission of the City of Garden Grove, California, at a meeting held on November 2, 2017, by the following vote:
AYES: COMMISSIONERS: (6) BRIETI GAM, KANZLER, LAZENBY, LEHMAN,
NGUYEN, TRUONG
NOES: COMMISSIONERS: (0) NONE
ABSENT: COMMISSIONERS: (1) SALAZAR
/s/ JUDITH MOORE ___________
RECORDING SECRETARY
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RESOLUTION NO. 5977-20
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF GARDEN GROVE APPROVING TENTATIVE TRACT MAP NO. TT-17455 (AMENDED 2020) FOR THE SITE C RESORT HOTEL DEVELOPMENT PROJECT ON PROPERTY LOCATED AT 12222, 12252, 12262, 12272, 12292, AND 12302 HARB OR BOULEVARD, 12511, 12531, 12551 AND 12571 TWINTREE LANE, AND 12233, 12235, 12237, AND 12239 CHOISSER ROAD, ASSESSOR’S PARCEL NOS. 231-491-20, 231-521-01, 02, 03, 04, 05, 06, 07, 08, 09, AND 10; AND 231-491-12, 13, 14, 15, 16, 17, 18, AND 19.
B E I T R E S O L V E D t h a t t h e P l a n n i n g C o m m i s s i o n o f t h e C i t y o f G a r d e n G r o v e , i n regular session assembled on February 20, 2020, does hereby approve Tentative Tract Map No. TT-17455 (Amended 2020), for land located at the northeast corner of Harbor Boulevard and Twintree Lane, west of Choisser Road at 12222, 12252, 12262, 12272, 12292, and 12302 Harbor Boulevard, 12511, 12531, 12551 and 12571 Twintree Lane, and 12233, 12235, 12237, and 12239 Choisser Road, Assessor’s Parcel Nos. 231-421-20, 231-521-01, 02, 03, 04, 05, 06, 07, 08, 09, and 10; and 231-491-12, 13, 14, 15, 16, 17, 18, and 19 (collectively, the “Site”).
BE IT FURTHER RESOLVED in the matter of Tentative Tract Map No. TT-17455 (Amended 2020), the Planning Commission of the City of Garden Grove does hereby report as follows:
1. The subject case was initiated by Investel Garden Resorts, LLC (the “Applicant”).
2. In 2012, the Garden Grove City Council approved General Plan Amendment No. GPA-2-12(B) and Planned Unit Development No. PUD-128-12 and adopted a Mitigated Negative Declaration and Mitigation Monitori ng and Reporting Program to facilitate the future development of a resort hotel development project (the “Site C Project”) on the Site.
3. In 2017, the applicant received approval of a Site Plan, Tentative Tract Map, Development Agreement, and a Subsequ ent Mitigated Negative Declaration to implement the Site C Project.
4. On December 12, 2019, the Community and Economic Development Director approved a Minor Modification to Site Plan No. SP-043-2017 to allow certain modifications to the Project that did not materially change the scope or intensity of the Project as approved by SP-043-2017. The 2019 modifications were evaluated to determine if they would result in any new significant impacts or substantially increase th e severity of previously identified significant impacts. This environm ental evaluation concluded that the modifications would not result in new significant impacts or substantially increase the severity of previously i dentified significant impacts. Therefore, an Addendum to the Subsequent Miti gated Negative Declaration was prepared. A Notice of Determination was filed on December 17, 2019.
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5. The developer now proposes an amendment to Tentative Tract Map No.
TT-17455 to further subdivide the commercial lots for the Site C Project from the previous approval of two (2) commercial lots to four (4) commercial lots for financing purposes. The proposed amended map is consistent with and incorporates the Project modifications approved pursuant to the 2019 Minor Modification.
6. The potential environmental impacts of the proposed Project were analyzed pursuant to the California Environmental Quality Act (CEQA) in the Subsequent Mitigated Negative Declaration adopted in 2017 and related Addendum adopted in 2019; no further environmental review is required. (Public Resources Code §21166; CEQA Guidelines §15162). The Planning Commission recognizes a previously ad opted Subsequent Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the project.
7. The project site has a general plan land use designation of International West Mixed Use and is zoned Planned Unit Development No. PUD-128-12.
8. Existing land use, zoning, and General Plan designations of property in the vicinity of the subject property have been reviewed.
9. Report submitted by City staff was reviewed.
10. Pursuant to a legal notice, a public hearing was held on February 20, 2020, and all interested persons were given an opportunity to be heard.
11. The Planning Commission gave due and careful consideration to the matter during its meeting of February 20, 2020.
BE IT FURTHER RESOLVED, FOUND AND DETERMINED that the facts and reasons supporting the conclusion of the Planning Commission, as required under Municipal Code Sections 9.32.030 and 9.40.060, are as follows:
FACTS:
In 2012, the Garden Grove City Council approved General Plan Amendment No.
GPA-2-12(B) and Planned Unit Development No. PUD-128-12 and adopted a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program to facilitate the future development of a resort hotel project known as the Site C Project.
As approved in 2012, the Site C Project called for up to 769 rooms and ancillary hotel uses such as pools, spas, and fitness centers within one (1) full-service, and two (2) limited-service, resort hotels with up to 104,000 aggregate square feet of conference/meeting banquet space, hotel restaurant space, freestanding pad restaurant/entertainment space, and a multi-level parking garage with 1,297 parking spaces on approximately 5.2-acres of the 5.8-acres covered by PUD-128-12.
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In 2013, the City Council adopted Resolution No. 9172-13 approving the Grove District Resort Hotel Development Agreement (“DDA”). The DDA generally provides that the City will convey the approximately 4.3-acres site to the developer in exchange for the developer constructing the Site C Project in accordance with the approved land use entitlements. The prope rties were conveyed to the developer in December 2019.
On November 2, 2017, the City of Garden Grove Planning Commission adopted Resolution No. 5898-17 adopting a Subsequent
Mitigated Negative Declaration for
the Site C Project, Resolution No. 5899-17 approving Site Plan No. SP-043-2017 and Tentative Map No. TT-17455, and Resolution No. 5900-17 approving Development Agreement No. DA-008-2017. Site Plan No. SP-043-2017 authorized the construction of up to 769 hotel rooms and approximately 26,090 square feet of additional hotel ancillary uses within two (2) full-service and one (1) limited-service hotels, approximately 39,867 square feet of conference/meeting banquet space, approximately 36,885 square feet of
restaurant/retail/entertainment space, approximately 24,014 square feet of hotel restaurant space, and a total of up to 1,297 parking spaces within a multi-level parking structure with one leve l of subterranean parking. Tentative Tract Map No. TT-17455 authorized the reconfiguration of fifteen (15) existing parcels to create two (2) commercial lots (Lot 1 and Lot 2) to facilitate the development of the Site C Project, as well as adjusting the rear lot area of four (4) existing residential parcels located on Ch oisser Road, and allowing for the future condominiumization of the hotel.
On December 12, 2019, the Community and Economic Development Director approved an Addendum to the Subsequent Mitigated Negative Declaration and a Minor Modification to Site Plan No. SP-043-2017 to allow for certain modifications to the project that did not materially change the scope or intensity of the project as approved by SP-043-2017.
The modifications included minor changes to the on-site circulation; reducing the basement parking footprint and expanding the above- ground parking structure to the southerly setback line along Twintree Lane and reducing the number of parking spaces to 1,221; relocating “Hotel C” from Twintree Lane to Harbor Boulevard, and combining it with “Hotel B”; shifting the building placement of “Hotel A” to increase the building setback from 5 feet to 10 feet along the northerly property line and increasing the building setback from 10 feet to 15 feet along the easterly property line; chan ging some retail configuration, including reducing roof heights, eliminating the second floor, expanding the use into the ground floor of the parking structure, and providing a new mezzanine level design; relocating the spa/fitness center, hotel management office, and one of the hotel restaurants to different locations within the site; reducing and reconfiguring the usable outdoor roof deck of “Hotel A”. The modified Project maintains the same number of 769 hotel
rooms within two (2) full-service hotels, approximately 39,867 square feet of conference/meeting banquet space, approximately 40,320 square feet of restaurant/retail/entertainment space, 11,637 square feet of hotel restaurant space, 24,762 square feet of additional hotel ancillary uses, and a 123
Resolution No. 5977-20 Page 4
total of 1 ,221 above- and below-ground parking spaces. The height of the hotels and the parking structures remained the same was previously approved.
The developer now proposes to amend Tentative Tract Map No. TT-17455 to further subdivide the commercial lots for the Site C Project from the previous approval of two (2) commercial lots to four (4) commercial lots for financing purposes. The amended Tentative Tract Map will create four (4) commercial lots (Lots 1 to 4) with an aggregate lot area of 4.42-acres to accommodate the development of the Site C Project. The proposed amended Tentative Tract Map will create a letter-lot easement on Harbor Boulevard that will be dedicated to the City of Garden Grove in-fee for public purposes, and will adjust the rear lot line of four (4) existing residential lots on Choisser Road to incorporate the rear portion of the lots in to the project site. With the rear lot line adjustment, each residential lot will continue to maintain the required minimum lot size of 7,200 square feet. The proposed amended Tentative Tract Map will also allowed for the future commercial condominiumization of the Site C Project.
FINDINGS AND REASONS:
Tentative Tract Map:
1. The proposed map is consistent with the General Plan.
The proposed map is consistent with the provisions of the General Plan International West Mixed Use land use designation, which applies to all affected parcels. The International West Mixed Use Land Use designation is intended to promote the development of resorts, entertainment, retail, restaurants, and hotels along Harbor Boulevard. Policy ED-1.1 of the Economic Development Element encourages the development and expansion of hotel facilities on key corridors in the City, such as Harbor Boulevard, while Goal LU-9 of the Land Use Element for International West seeks to develop this area as a tourism and entertai nment destination. Tentative Tract Map No. 17455 was originally approved in 2017 to reconfigure fifteen (15) existing parcels to facilitate the development of the Site C Project. The proposed amendment to the Tentative Tract Map will continue to be consistent with the goals and policies of the General Plan. The amended Tentative Tract Map will adjust the rear property lot lines of four (4) existing parcels located on Choisser Road to incorporate a portion of these parcels into the Site C Project site, and will consolidate existing parcels into four (4) commercial lots to facilitate the development of the proposed Site C Project.
The parcels on Choisser Road will maintain the required minimum lot size of 7,200 square feet. The proposed amended map will facilitate the development of the Site C Project, and will further the goals of the General Plan that envisions entertainment/themed resorts in the area.
2. The design and improvement of the prop osed subdivision are consistent with the General Plan.
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The design and improvements of the pr oposed subdivision are consistent with the General Plan, and will facilitate the development of the Site C Project.
The proposed Project is designed to comp ly with the applicable development standards of Planned Unit Development No. PUD-128-12. The International West Mixed Use Land Use designation is intended to promote the development of resorts, entertainment, retail, restaurants, and hotels along Harbor Boulevard. Policy ED-1.1 of the Economic Development Element encourages the development and expansion of hotel facilities on key corridors in the City, such as Harbor Boulevard, while Goal LU-9 of the Land Use Element for International West seeks to develop this area as a tourism and entertainment destination. The devel opment standards and performance standards approved in 2012 for Planned Unit Development No. PUD-128-12, the supplemental conditions of approval for Site Plan No. SP-043-2017 and Tentative Tract Map No. TT-17455, as well as the additional/revised supplemental conditions of approval included with the amended Tentative Tract Map will ensure that the design and improvement of the project site will be consistent with the spirit and intent of the General Plan.
3. The Site is physically suitable for the proposed type of development.
The Site is physically suitable for the proposed Site C Project. The Site is located along Harbor Boulevard, a major thoroughfare, in the City’s Grove District Anaheim Resort area and is s pecifically zoned for the proposed resort hotel development. The total land area associated with the amended Tentative Tract Map is 4.42-acres, which includes 1.42-acres for Lot 1,
0.83-acre for Lot 2, 0.78-acre for Lo t 3, and 1.39-acres for Lot 4. The proposed amended Tentative Tract Map w ill consolidate existing parcels to facilitate development of the Site C Project, which has been designed to comply with the development standards of Planned Unit Development No.
PUD-128-12, including setbacks, building heights, and landscaping. In addition, entrance driveways and on-site drive aisles have been designed per the City’s standard and provide adequate access for trash trucks and emergency vehicle access.
4. The design of the subdivision and the proposed improvements are not likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat, and the requirements of the California Environmental Quality Act have been satisfied.
The potential environmental impacts of the proposed Project were analyzed pursuant to the California Environmental Quality Act (CEQA) in the Mitigated Negative Declaration adopted in 2012, the Subsequent Mitigated Negative Declaration adopted in 2017, and the related Addendum adopted in 2019.
The project complies with the requirements of CEQA, and the project will comply with the mitigation measures adopted in 2017 by Resolution No. 125
Resolution No. 5977-20 Page 6
5898-17 that adopted the Subsequent Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the Site C Project.
5. The Site is physically suitable for the proposed density of the development.
The Site is physically suitable to accommodate the Site C Project. Planned Unit Development No. PUD-128-12 expressly allows the development of the proposed resort hotel project on the Site at the designed density. The proposed map will consist of four (4) commercial parcels with a combined lot size of 4.42-acres. The property is sufficient in size to accommodate the proposed Site C Project, and complies with the development standards of Planned Unit Development No. PUD-128-12.
6. The design of the subdivision and the proposed improvements are not likely to cause serious public health problems.
The design of the subdivision and the proposed improvements are not likely to cause serious public health problems since the conditions of approval will be in place to safeguard the public health. City Departments, including Traffic Division, Water Division, Engi neering Division, and the Planning Division, and the Orange County Fire Authority (OCFA) have reviewed the project. The development standards and the performance standards adopted in 2012 by Planned Unit Development No. PUD-128-12, the supplemental conditions of approval for Site Plan No. SP-043-2017 and Tentative Tract Map No. TT-17455, and the additional/revised supplemental conditions of approval included with the amended Tentative Tract Map will be applied as mitigating measures against potential impacts that the Project may have on the community.
7. The design of the subdivision and the proposed improvements will not conflict with easements of record or easements established by court judgment acquired by the public at large for access through or use of property within the subdivision; or, if such easements exist, alternate easements for access or for use will be provided and these w ill be substantially equivalent to the ones previously acquired by the public.
The design of the subdivision and the proposed improvements will not conflict with easements of record or easements established by court judgment acquired by the public at large for access through or use of property within the proposed subdivision. The project has been designed to either avoid development over existing easements or require replacement of existing easements.
8. The design and improvement of the proposed subdivision are suitable for the uses proposed and the subdivision ca n be developed in compliance with the applicable zoning requirements.
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The proposed amended Tentative Tract Map will reconfigure fifteen (15) existing parcels to facilitate the development of the Site C Project. The Tentative Tract Map includes four (4) commercial lots with an aggregate area of 4.42-acres that will accommodate the Site C Project, including the proposed number of hotels, the proposed square footages for the conference/meeting banquet space, the hotel restaurants, the retail uses, and hotel ancillary uses, and the required parking. The design and improvement of the subdivision is su itable to accommodate the Site C Project, and the subdivision, as prop osed, complies with the General Plan, Planned Unit Development No. PUD-128-12, and the Subdivision Map Act.
9. The design of the subdivision provides, to the extent feasible, for future passive or natural heating and cooling opportunities in the subdivision.
To the extent feasible, the project has been designed in accordance with Government Code Section 66473.1, such as to allow for passive or natural heating opportunities in the subdivision design, to encourage the orientation of structures to take advantage of shade and prevailing breezes, to allow solar access for passive heating and o pportunities for placement of shade trees and other vegetation for cooling.
10. The design, density, and configuration of the subdivision strike a balance between the effect of the subdivision on the housing needs of the region and public service needs. The character of the subdivision is compatible with the design of existing structures, and th e lot sizes of the subdivision are substantially compatible with the lot sizes within the general area.
The commercial portion of the project site is vacant, and no residential homes are proposed as part of the subdivision. The project is located in an area known as the Grove District Anaheim Resort, which is designated as a resort destination that encourages ho tels, restaurants, and entertainment uses. The resort area is improved with hotels, restaurants, and retail uses.
The configuration of the proposed map will accommodate the development of the Site C Project on four (4) commercial parcels with an aggregate lot area of 4.42-acres. The proposed map is consistent with the lot sizes of other hotel developments in the immediate area.
11. The subject property is not located within in a state responsibility area or a very high fire hazard severity zone , the proposed subdivision is served by local fire suppression services, and the proposed subdivision meets applicable design, location, and ingress-egress requirements.
12. The discharge of waste from the proposed subdivision into the existing sewer system will not result in a violation of existing requirements prescribed by the California Regional Water Quality Control Board. The performance standards 127
Resolution No. 5977-20 Page 8
adopted in 2012 for Planned Unit Development No. PUD-128-12, supplemental conditions of approval, and the additional/revised supplemental conditions of approval for on and off-site improvements, will ensure permitted capacity of the public sewer system is not exceeded.
INCORPORATION OF FACTS AND FINDINGS SET FORTH IN THE STAFF REPORT
In addition to the foregoing, the Planning Commission incorporates herein by this reference, the facts and findings set forth in the staff report and in Resolution No. 5977-20.
BE IT FURTHER RESOLVED that the Planning Commission does conclude:
1. The Tentative Tract Map possess characteristics that would justify the request in accordance with Municipal Code Section 9.40.060 (Tentative Maps).
2. In order to fulfill the purpose and intent of the Planned Unit Development No.
PUD-128-12 and the Municipal Code and thereby promote the health, safety, and general welfare, the project will comply with the performance standards of Planned Unit Development No. PUD-128-12, the Supplemental Conditions of Approval of Site Plan No. SP-043-2017 and Tentative Tract Map No.
TT-17455, and the Additional/Revised Supplemental Conditions of Approval (Exhibit “A”) that shall apply to Tentative Tract Map No. 17455 (Amended 2020).
Adopted this 20th day of February 2020
ATTEST: /s/ JEREMY LEHMAN __________
CHAIR
/s/ JUDITH MOORE_____________
RECORDING SECRETARY
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS:
CITY OF GARDEN GROVE )
I , J U D I T H M O O R E , S e c r e t a r y o f t he City of Garden Grove Planning Commission, do hereby certify that the foregoing Resolution was duly adopted by the Planning Commission of th e City of Garden Grove, California, at a meeting held on February 20, 2020, by the following vote:
AYES: COMMISSIONERS: (7) LE, LEHMAN, LINDSAY, NGUYEN, PEREZ,
RAMIREZ, SOEFFNER
NOES: COMMISSIONERS: (0) NONE
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Resolution No. 5977-20 Page 9
/s/ JUDITH MOORE ___________
RECORDING SECRETARY
PLEASE NOTE: Any request for court review of this decision must be filed within 90 days of the date this decision was fi nal (See Code of Civil Procedure Section 1094.6).
A decision becomes final if it is not time ly appealed to the City Council. Appeal deadline is March 12, 2020.
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Item 465/2024
Final
City of Garden Grove
INTER-DEPARTMENT MEMORANDUM
To:
Lisa L. Kim From: Anand Rao
Dept:
City Manager Dept: Information Technology
Date: 11/12/2024
Subject: Award a contract to Mindcentric Inc. for email and collaboration software migration, upgrade, and hosting services. (Cost: $60,600) (Action Item)
OBJECTIVE
For City Council to award a two-year contract to Mindcentric Inc. to provide email and collaboration software migration, upgrade, and hosting services.
BACKGROUND
The City’s Information Technology Department currently hosts email on-site using multiple servers on the City’s infrastructure. To increase cyber security and keep the system updated, the City seeks a provider to host and maintain email and collaboration systems in an independent and highly available environment.
DISCUSSION
RFP No. S-1339 was issued on September 4, 2024 for Zimbra upgrade, migration, and hosting services. Two proposals were received and opened on October 7, 2024. All proposals were reviewed and all proposals were found to be responsive.
A selection committee of three staff members evaluated the RFP proposals based on criteria of: qualifications of contractor (30 points), knowledge and competence (30 points), cost of services (30 points), and completeness of response (10 points).
Results are as follows:
RFP No. S-1339
Company Proposal Score
Mindcentric Inc. 288
CVM Services, LLC 210
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Item 465/2024
The selection committee determined that Mindcentric Inc. is qualified to provide quality services and competitive pricing that meet the City’s requirements.
FINANCIAL IMPACT
The cost of the two -year contract with Mindcentric Inc. to provide email and collaboration software migration, upgrade, and hosting services is $60,600 , and will be paid from the Information Technology internal service fund. No additional appropriation is needed for the current fiscal year.
RECOMMENDATION
It is recommended that the City Council:
● Award a two-year contract to MindCentric in the amount not -to-exceed $60,600 for email and collaboration software migration, upgrade, and hosting services; ● Authorize the City Manager, or designee, to execute the agreement and make minor modifications as appropriate thereto, on behalf of the City; and ● Authorize the City Manager, or designee, to execute future amendments to the contract, including the authorization to enter into options years, providing sufficient funds are available.
By: Maria Veronica M. Enciso, Sr. Administrative Analyst
ATTACHMENT(S)
1. Mindcentric Inc. Proposal
2. Contract
131
Zimbra Migration Upgrade and Hosting RFP No. S-1339 9
PROPOSAL REQUIREMENTS
CONTENTS OF PROPOSAL
1.1 GENERAL FORMAT OF PROPOSAL
The proposal shall constitute the Proposer's plan for completing the Scope of Services & Specifications. Accordingly, the Proposer should present the technical approach demonstrating a well -structured, reasonable Wor k plan. Proposers should refine and/or expand the Scope of Work in the RFP to reflect the particular plan they would use to perform the Work.
1.2 PROPOSAL CONTENT
The electronic proposal submittal must have all of the following components and required documents or it may be deemed as non -responsive at the discretion of the City. Please submit all documents as one PDF file on the City’s PlanetBids portal as the “Response File” as seen below, unless otherwise noted.
Proposal Pricing-”ATTACHMENT “B”: The Cost Proposal shall be valid for 120 calendar days from the date stipulated in the RFP for receipt of Proposals. If this offer is accepted within that time period, the Proposer agrees to furnish all services as stipulated in the RFP and any accompanying addenda. Proposers must attach one single PDF file of their “Attachment “B” Proposal Pricing ” o n the City’s PlanetBids portal as seen below.
Proposal Letter (Pages 12 -13) completed and executed by an authorized representative of the Proposer.
Bidder/Contractor Statement (Page 1 4) completed and executed by an authorized representative of the Proposer
Statement of Compliance (Page 15)
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Zimbra Migration Upgrade and Hosting RFP No. S-1339 10 Non-Collusion Statement: (Page 16)
Designation of Sub Contractors Form (Page 17): Information for all Sub - Contractors that will be used to perform the work (name, address, contact name, contact phone number, contact email address) insurance information and trades they will be performing under the contract.
Attachment “B” Proposal Pricing Information (Page 24). This page must be included along with the proposer pricing information.
Provide three (3 ) references from government or public sector agencies , regarding the Respondent’s performance of services from at least three (3) references for similar services within the pa st three (3) years OR have performed satisfactory work for a City within the past three (3) years . Please include the following: (1) Organization Name; (2) Organization contact name, title, phone number, e-mail address (Note – Contacts should be person(s) who can be contacted with regard to services provided by Respondent); (3) Brief project description and description of services. Please make sure that the information provided for your references is current and accurate .
References will NOT be considered if the information provided is inaccurate or outdated.
Proof that the proposer is an authorized Zimbra provider
Staff Qualifications and Resumes
Any and all other requirements as stated in the Scope of Work (Attachment “A”) and within this RFP document.
The proposal shall include a Work Plan which would deline ate the approach Proposer would utilize to complete the Work. The plan shall demonstrate the Proposer's understanding of the scope of services. The proposal should refine and/or expand scope of ser vices to reflect how the Proposer would complete the Work to the satisfaction of the City’s requirements and needs.
If subcontractors are utilized, the Proposer must submit a description of each firm or person and the Work to be done by each subcontractor. Please use the Designation of Subcontractors from on Page 17. If no subcontractors will be used, then please write N/A and include this form in your proposal submittal.
The successful proposer will be responsible for obtaining a Garden Grove business license before work can begin. Information on obtaining a Garden Grove business license can be obtained by calling 714-741-5073. Information may also be obtained through the City’s website.
133
Zimbra Migration Upgrade and Hosting RFP No. S-1339 11 Failure to submit such items duly executed by an authorized office r of the Proposer's firm may render the proposal incomplete and unresponsive and may cause its rejection.
134
Zimbra Migration Upgrade and Hosting RFP No. S-1339 12 RFP No. S-1339
CITY OF GARDEN GROVE
PROPOSAL REQUIREMENTS
PROPOSAL LETTER/CERTIFICATE OF ACCEPTANCE
Company Name____________________________________________
SANDRA SEGAWA, PURCHASING DIVISION MANAGER
CITY OF GARDEN GROVE
11222 ACACIA PARKWAY
GARDEN GROVE, CALIFORNIA 92840
The undersigned hereby submits this proposal on behalf of the above -named Proposer (hereinafter referred to as the “Compan y”) in response to the request to Provide Zimbra migration, upgrade and hosting . The undersigned hereby declares that he/she has carefully read and examined the RFP documents including any plans and specifications, and that the Company hereby proposes to perform and complete the Work as required in the Contract.
The undersigned recognizes that this Contract is not exclusive and that the CITY expressly reserves the right to contract for performance of services such as those described herein through other Contractors.
On behalf of the Company, the undersigned agrees to provide services in accordance with the Scope of Work at the per -unit prices indicated in its Proposed Pricing Schedule if its Proposal is accepted within 120 days from the date specified in the RFP for receipt of proposals.
The undersigned has reviewed the enclosed contract terms and conditions and agrees to accept all terms and conditions of the CITY’s contract unless otherwise noted in the proposal response.
If recommended for Contract awa rd, the undersigned agrees to execute a contract which will be prepared by the CITY for execution, within 10 calendar days following Notification of Award. It is understood that the recommendation for contract award will not be placed on the agenda for co nsideration by the City Council until the CITY has received the executed contract. The undersigned acknowledges and agrees that no binding contract shall exist between the Company and the CITY until and unless the Contract is approved by the CITY's City C ouncil and executed by an authorized representative of the CITY.
Mindcentric Inc
135
Zimbra Migration Upgrade and Hosting RFP No. S-1339 13 The undersigned will also deliver to the CITY prior to the commencement of Scope of Work the necessary original Certificates of Insurance. If services are authorized to commence prior to t he execution of the Contract pursuant to a Notice to Proceed issued by the CITY, pending the execution of the Contract, the services shall be subject to the terms and conditions of the Scope of Work and the Contract.
Incorporated herein and made a part of this Proposal are the Response Data and Proposal Forms required by the Proposal Requirements.
The undersigned acknowledges receipt, understanding and full consideration of the following Addenda to the RFP Documents:
Addenda No.____________________________________________________
Proposer represents that the following person is authorized to negotiate on its behalf with the CITY in connection with this RFP:
_______________________________________________________________ (Name) (Title) (Phone)
The undersigned certifies that it has examined and is fully familiar with all of the provisions of the RFP Documents and is satisfied that they are accurate; that it has carefully checked all the words and figures and a ll statements made in the Proposal Requirements; that it has satisfied itself with respect to other matters pertaining to the proposal which in any way affect the Work or the cost thereof; and that he/she is legally authorized to bind the Company. The und ersigned hereby agrees that the CITY will not be responsible for any errors or omissions in these RFP Documents.
Proposer's Business Address
and Telephone/Fax Numbers:
BY: __________________________ _________________________ (Signature)
__________________________ _________________________
(Type or Print Name)
__________________________ _________________________
(Title)
___________________________
(Email Address)
619-572-1185
Sean Washington VP of Sales 619-572-1185
Sean Washington
VOP of Sales
[email protected]
2880 Bicentennial Pkwy, Suite 100 PMB 119.
Henderson, NV 89044
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Zimbra Migration Upgrade and Hosting RFP No. S-1339 14
BIDDER/CONTRACTOR/CONSULTANT STATEMENT
REGARDING INSURANCE COVERAGE
(Submit with IFB/RFP Package)
This signed document must be included with your bid/proposal package in order for your bid/proposal to be considered complete!
BIDDER/CONTRACTOR/CONSULTANT HEREBY CERTIFIES that he/she has reviewed and understands the insurance coverag e requirements specified in the attached Insurance Requirements Checklist.
Should we/I be awarded the contract, we/I certify that we/I can meet the specified requirements for insurance, including insurance coverage of the subcontractors, and agree to name the City/Successor Agency/Sanitary District and other additional insureds as per the agreement for the work specified and we/I will comply with the provisions of Section 3700 of the Labor Code, which require every employer to be insured against liability for worker’s compensation or to undertake self -insurance in accordance with the provisions of that code, before commencing the performance of the work specified.
Please Print (Person, Firm, or Corporation)
Signature of Authorized Representative
Please Print (Name & Title of Authorized Representative)
Date Phone Number Email
Please note that the City of Garden Grove is now contracted with EBIX for insurance certificate management and review services. EBIX will collect the insurance requirements in the contract on behalf of the City. If you are awarded the contract, you will be contacted by EBIX regarding the insurance requirements listed in the sample contract. Please forward all insurance documents to EBIX directly per their instructions when contacted.
NOTE: All insurance certificates and endorsements must be received by or sent to EBIX within ten (10) City working days of the original request or th e City reserves the right to proceed with the next lowest responsible bidder or the next highest scoring proposer in the process. Please do not send any insurance documents to the City but please use the following email address to send insurance documents to Ebix directly: [email protected].
Sean Washington, VP of Sales and Mindcentric Inc
Sean Washington, VP of Sales
September, 23 2024 619-572-1185 [email protected]
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Zimbra Migration Upgrade and Hosting RFP No. S-1339 15
STATEMENT OF COMPLIANCE
The undersigned Proposer declares that the Proposal submitted to provide Zimbra migration, upgrade and hosting as described in, and in response to City of Garden Grove RFP No. S -1339 was prepared in strict compliance with the instructions, conditions and terms listed in the RFP, Scope of Services and Draft Agreement, with exceptions listed below, if applicable. At least one box for each item must be checked.
RFP Instructions and Terms & Conditions (Check One)
□ No Exceptions Taken □ Exceptions Taken
Scope of Services (Check One)
□ No Exceptions Taken □ Exceptions Taken
Draft Agreement/Insurance Requirements (Check One)
□ No Exceptions Taken □ Exceptions Taken
If any exceptions are taken, this Statement of Compliance shall include a narrative that identifies each item to which the Proposer is taking exception or is recommending change, including the suggested rewording of the contractual obligations or suggested change in RFP, and identifies the reasons for submitting the proposed exception or change. When available, please reference specific line item numbers as provided in the RFP. The City reserves the right to rule as n on- responsive and reject any Proposals that are not accompanied with the required documentation as described above.
______________________________ _________________________ Signature Date
______________________________ _________________________ Printed Name and Title Name of Proposer
Sean Washington, VP of Sales
September 23, 2024
Sean Washington
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Zimbra Migration Upgrade and Hosting RFP No. S-1339 16
NON-COLLUSION STATEMENT
REQUEST FOR PROPOSAL S-1339
It is understood and agreed that:
1. No proposal will be accepted unless authorized representatives of proposing organizations attend a pre -proposal conference at the stated time and location:
2. After the contract has been awarded, the designed Contractor shall attend a pre-job conference. The Contractor shall be informed of said time and location.
3. No verbal agreement or conversation with any officer, agent or employee of the City either before or after the execution of the agreement shall affect or modify any of the terms or obligations of this proposal.
4. The City will not be responsible for any errors or omission s on the part of the undersigned in making up his proposal, nor will proposers be released on account of errors.
5. The undersigned hereby certifies that this proposal is genuine and is not sham or collusive, or made in the interest or in behalf of any person not herein named, and that the undersigned has not directly or indirectly induced or solicited any other proposer to put in a sham proposal or any other person, firm or corporation to refrain from proposing, and that the undersigned has not in any manner sought, by collusion, to secure for himself an advantage over any other proposer.
6. The Undersigned is licensed in accordance with the Laws of the State of California.
BY: __________________________ _________________________ (Authorized Signature) (Telephone Number)
_________________________
(Type or Print Name)
__________________________
(Title)
___________________________
(Email Address)
___________________________
(Company Name)
Sean Washington
VP of Sales
[email protected]
Mindcentric Inc
619-572-1185
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Zimbra Migration Upgrade and Hosting RFP No. S-1339 17
DESIGNATION OF SUB-CONTRACTORS
1. Pursuant to Public Contra ct Code Sections §4104 of California Public Contract Code, the undersigned certifies that it has used the sub-bids of the following listed subcontractors to whom the Bidder proposes to subcontract portions of the work in an amount in excess of one -half of one percent of the total Bid Proposal and that the subcontractors listed will be used for the work for which they bid subject to the approval of the Engineer and in accordance with the applicable provisions of the Specifications. Please attach additional pages if needed.
1. Name of Subcontractor: DIR Reg#__________________ Address: Phone No:
Individual, Partnership or Corporation:
Work to be Performed:
2. Name of Subcontractor: DIR Reg# ______
Address: Phone No:
Individual, Partnership or Corporation:
Work to be Performed:
3. Name of Subcontractor: DIR Reg#__________________ Address: Phone No:
Individual, Partnership or Corporation:
Work to be Performed:
4. Name of Subcontractor: DIR Reg# ______
Address: Phone No:
Individual, Partnership or Corporation:
Work to be Performed:
5. Name of Subcontractor: DIR Reg# ______
Address: Phone No:
Individual, Partnership or Corporation:
Work to be Performed:
______
No Subcontractors for this bid
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15 RFP No. S-1339
CITY OF GARDEN GROVE
SAMPLE CONTRACT
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2024, by the CITY OF GARDEN GROVE , a municipal corporation, ("CITY") and XXXXXXXXXXXXXX, herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove Council Resolution No. 9212-14 (January 28, 2014).
2. CITY desires to utilize the services of CONTR ACTOR to provide Zimbra Migration, Upgrade and Hosting Services per RFP S-1339.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination The initial term of the agreement shall be from full execution of the agreement through June 30, 2025 with an option to extend said agreement for an additional four fiscal (4) years. Optional fiscal years shall be exercised one (1) fiscal year at a time, at the sole option of the CITY. This agreement may be terminated by the CITY without cause. This agreement may be terminated by the CITY without cause . In such event, the CITY will compensate CONTRACTOR for work performed to date in accordanc e with Proposal Pricing (Attachment “B”). Contractor is required to present evidence to support performed work completion.
2. Services to be Provided . The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Proposal. The Proposal is attached as Attachment A, and is incorporated herein by reference. The Proposal and this Agreement do not guarantee any specific amount of work.
23rd September
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16 3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation under this agreement shall not exceed (NTE) amount of XXXXXXXXXXXXXX ($XXXX XX), per fiscal year , payable in arrears and in accordance with RFP S -1339 and Proposal Pricing (Attachment “B”).
3.2 Payment. For work under this Agreement, payment shall be ma de per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal Pricing (Attachment “B”).
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY and CONTRACTOR shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
4. Insurance requirements.
4.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 WORKERS COMPENSATION INSURANCE . During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amo unt and type required by law, if applicable.
4.3 INSURANCE AMOUNTS . CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of $1,000,000.00 per occurrence (claims made and modified occurrence
policies are not acceptable); Insurance companies must
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17 be acceptable to CITY and have a Best’s Guide Rating of A- , Class VII or better, as approved by the CITY.
(b) Automobile liability in an amount of $1 ,000,000.00 combined single limit (claims made and modified
occurrence policies are not acceptable); Insurance
companies must be acceptable to CITY and have a Best’s Guide Rating of A-, Class VII or better, as approved by the CITY.
(c) Professional liability, which includes Cyber Liability Coverage, in an amount not less than $1,000,000.
Insurance companies must be admitted and licensed In
California and have a Best’s Guide Rating of A-,Class VII or better, as approved by the City. If the policy is written on a “claims made” basis, the policy shall be continued in full force and effect at all times during the term of the
agreement, and for a period of three (3) years from the date of the completion of services provided. In the event of termination, cancellation, or material change in the policy, p rofessional/consultant shall obtain continuing insurance coverage for the prior acts or omissions of
professional/consultant during the course of performing services under the term of the agreement. The coverage shall be evidenced either by a new policy e videncing no gap in coverage, or by obtaining separate extended “tail” coverage with the present or new carrier.
An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) shall designate CITY, it’s 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 CI TY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s 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 forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (c) shall desi gnate CITY, its officers, officials, employees, agents, and volunteers as additional insureds under the excess liability policy.
CONTRACTOR shall provide to CITY proof of insurance stating the 143
18 excess liability policy follows form, additional insured endor sement forms, and the schedule of underlying policies with policy numbers that conform to CITY’s requirements, as approved by the CITY.
Information for the excess policy only needs to be provided if the underlying policies do not meet the policy limits set forth herein.
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, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums Shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, o r for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Rel ations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
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19 9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. (Contractor)
XXXXXXXXXXXXXXX
Attention: XXXXXXX
XXXXXXXXXXXXXXX
XXXXX, CA 9XXXX
b. (Address of CITY) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work . By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement. Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence . Time is of the essence in the performance of this Agreement.
14. Limitations Upon Subcontracting and Assignment . The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a sub stantial inducement for CITY to enter into this Agreement. CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, w ithout the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be 145
20 considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
15. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
16. Indemnification. To the fullest extent permitted by law, CONTRACTOR shall defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of CONTRACTOR, CONTRACTOR'S agents, officers, emplo yees, subcontractors, or independent contractors hired by CONTRACTOR in the performance of the Agreement. The only exception to CONTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence, recklessness and/or wron gful conduct of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR.
17. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
\ \ \ \
(Agreement Signature Block on Next Page)
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21 IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By: ___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
XXXXXXXXXXXXXXXXXXXXXXX
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
Contractor’s License: _____________
Expiration Date:_________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnershi p,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
________________________
Date
Mindcentric Inc
Sean Washington
VP of Sales
September 23rd, 2024
82-3394690
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22 ATTACHMENT “A”
SCOPE OF SERVICES
RFP No. S-1339
(PAGE 1 of 2)
Provide Zimbra Migration, Upgrade and Hosting Services
The City of Garden Grove is seeking proposals from qualified vendors to provide Zimbra migration, upgrade and hosting. The City is considering having Zimbra professionally hosted, running the latest GA version of Zimbra 10 w ith the hosting provider patching and providing updates, backups, and high availability.
Existing Software and Hardware Platform:
The City currently hosts its own email on -site using Zimbra servers using separate VM’s for zimbra -ldap, zimbra -proxy, and zi mbra-store. Current Zimbra license expires on November 16, 2025.
Account limit: 900 users
Number of accounts in use: 847*
Zimbra version 8.8.15 GA
Zimbra store amount Approximately 7TB
*as of 8/21/2024
Requirements:
1. Migration from City’s on-premise VMs to hosted environment
2. Upgrade to Zimbra 10 or higher
3. Full administrative control with restricted IP access to the Administrative Console and SSH command line of the Zimbra host
4. Integrate the Zimbra host OS with City’s OpenLDAP for Authentication (username, password)
5. Optionally direct outbound email to City’s email gateway for DLAP (Data Loss Prevention)
6. Optional Malware and spam filtering (City currently uses hosted filtering for inbound by AppRiver)
7. Allow City to Brand Web Interface, similar to https://zimbra.ggcity.org
Other Requirements:
1. Email archiving for legal discovery, needs to be able to migrate with existing Datacove solution
Proposal Requirements
● Provide Response times-SLAs and Uptime-SLAs
● Provide relevant certifications of company or key personnel. ● Descriptions of security controls including supply chain. ● Cost of services for an option of 1 or 2 years
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23 ATTACHMENT “A”
SCOPE OF SERVICES
RFP No. S-1339
(PAGE 2 of 2)
Staff Qualifications/Resumes
Please include resumes for all staff that will be assigned to work with the City of Garden Grove. Resumes must include any relevant certifications, years of experience and work experience as it relates to this project.
Please discuss and include any staff clearance procedures performed by your company such as background checks and verification of citizenship in the United States.
Proposers Qualifications:
● Provide at least three (3) customer references, preferably Public Sector.
References should be current and preferably demonstrate Zimbra systems with over 1,000 email accounts.
● Proposer must be an authorized Zimbra provider and provide proof at the time the proposal is submitted
Proposal Pricing/ Attachment “B”:
Please submit the Proposal Pricing as a “General Attachment ” on the City’s Planet Bid’s portal as seen below. PLEASE LABEL IT AS “ATTACHMENT B:
PROPOSAL PRICING or your proposal may be deemed as Non-Responsive.
Proposal Pricing must be all inclusive w hich addresses all aspects needed to provide the services mentioned in the Scope of Services. Please include any optional services in the proposal as well . The City will have the option of selecting optional services in the awarded contract based on budget availability and necessity. Partial proposals for specific services only will not be accepted and will be deemed as Non -Responsive. The City’s intent is to award one cont ract for all required services to the proposer who meets all requirements and offers the best solution for this project.
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24 “ATTACHMENT B”
PROPOSAL PRICING INFORMATION
RFP S-1339
It is understood and agreed that:
a) No verbal agreement or conversation with any officer, agent or employee of CITY, either before or after the execution of the Agreement shall affect or modify any of the terms or obligations of this Proposal.
b) CITY will not be responsible for any errors or omissions on the part of the undersigned in formulating the proposed prices, nor will Proposer be given relief on account of error.
c) The undersigned hereby certifies that this Proposal is genuine and is not sham or collusive, or made in the interest or on behalf of any person not herein named, and that the undersigned has not directly or indirectly induced or solicited any othe r proposer to put in a sham proposal, or any other person, firm or corporation to refrain from proposing, and that the undersigned has not in any manner sought, by collusion, to secure for himself an advantage over any other proposer.
d) The undersigned is l icensed in accordance with the Laws of the State of California.
e) All proposals shall be signed in ink by the president, chief executive officer, or individual authorized to act on behalf of the company, with current Power of Attorney if applicable. The na me and mailing address of the individual making the proposal must be provided.
Check below where appropriate:
Partnership: That are
partners, doing business under the firm name of and that the co-partnership makes the accompanying proposal.
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25 Individual: That is the
bidder and makes the accompanying proposal.
BIDDERS NAME (PLEASE PRINT): ________________________________
EMAIL ADDRESS: _________________________________
PHONE NUMBER: _________________________________
___
AUTHORIZED SIGNATURE DATE
Sean Washington, VP of Sales, Mindcentric Inc
[email protected]
619-572-1185
September 23rd, 2024
151
CONFIDENTIAL