Agenda packet — Santa Ana City Council, May 16, 2023 (part 2 of 15)

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Section 8- 3122 — Retaliatory Eviction and Anti -Harassment. a) Retaliatory Eviction.
1) If the main intent of the Owner in terminating a Tenancy or refusing to renew a Tenancy is retaliatory in nature, and if the Tenant is not in default as to the payment of Rent, then the Owner may not terminate the Tenancy or refuse to renew the Tenancy or cause the Tenant to quit involuntarily.
2) A Tenant may assert retaliation affirmatively or as a defense to the Owner' s action regardless of the period of time which has elapsed between the Tenant' s assertion or exercise of rights under this Article and the alleged act of retaliation.
3) Retaliation against a Tenant because of the Tenant' s exercise of rights under this Article is prohibited. Retaliation claims may only be brought in court and may not be addressed administratively. A court may consider the protections afforded by this Article in evaluating a claim of retaliation.
b) Anti -Harassment. No Owner, or any person, acting as a principal or agent, offering Residential Real Property for rent, or any contractor, subcontractor or employee of the Owner shall, with respect to Residential Real Property under any Rental Agreement or other Tenancy or estate at will, however created, do any of the following:
1) Interrupt, terminate, or fail to provide Housing Services required by Rental Agreement or by federal, State, County, or local housing, health, or safety laws, or threaten to do so, or violate or threaten to violate Civil Code section 789. 3.

A. ` Interrupt, terminate, or fail to provide Housing Services' in this provision does not include interruptions, terminations, or failure to provide Housing Services as a result of interruptions, outages, or terminations caused by events or actions outside of the Owner' s control, such as utility outages caused by natural disaster. Further, this provision does not include stoppages, outages, terminations, and interruptions properly noticed to Tenants as required by a signed Rental Agreement.
2) Take any of the following actions in bad faith:

A. Fail to perform repairs and maintenance required by Rental Agreement or by federal, State, or local laws;
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B. Fail to exercise due diligence in completing repairs and maintenance once undertaken;
C. Fail to follow appropriate industry repair, containment, or remediation protocols designed to minimize exposure to noise, dust, lead, paint, mold, asbestos, or other building materials with potentially harmful health impacts;
D. Conduct elective renovation or construction of unit for the purpose of harassing a Tenant;
E. Refuse to acknowledge or accept receipt of a Tenant' s lawful Rent payment as set forth in a Rental Agreement, by usual practice of the parties, or in a notice to pay Rent or quit; F. Refuse to cash or process a Rent check or other form of acceptable Rent payment for over thirty ( 30) days after it is tendered;
G. Fail to maintain a current address for delivery of Rent payments; H. Violate a Tenant' s right to privacy without limitation, by requesting information regarding residence or citizenship status, protected class status, or social security number, except as required by law or in the case of a social security number, for the purpose of obtaining information for the qualifications for a Tenancy;
I. Release information protected by the Tenant' s right to privacy except as required or authorized by law; or
J. Request or demand an unreasonable amount of information from Tenant in response to a request for reasonable
accommodation.
3) Abuse the right of access into Residential Real Property as established by Civil Code section 1954 or other applicable law. This includes entries for inspections that are not related to necessary repairs or services; entries excessive in number; entries that improperly target certain Tenants or are used to collect evidence against the occupant or otherwise beyond the scope of an otherwise lawful entry; entries or demands for entry at times outside of normal business hours, unless for health and safety reasons or if the Tenant agrees otherwise; entries contrary to a Tenant' s reasonable request to change the date or time of entry; photographing or otherwise recording portions of a Rental Unit Ordinance No. NS- 3027

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that are beyond the scope of lawful entry or inspection; and misrepresenting the reasons for accessing Residential Real Property. 4) Influence or attempt to influence a Tenant to vacate Residential Real Property through fraud, misrepresentation, intimidation or coercion, which shall include threatening to report a Tenant to the United States Department of Homeland Security.
5) Threaten the Tenant, by word or gesture, with physical harm, or abuse Tenant with words, either orally or in writing, which are offensive and inherently likely to provoke an immediate violent reaction. This includes words used during in -person conversations, through social media postings or messages, or other communications.
6) Violate any law which prohibits discrimination based on race, gender, sexual preference, sexual orientation, ethnic background, nationality, religion, age, parenthood, marriage, pregnancy, disability, human immunodeficiency virus ( HIV)/ acquired immune deficiency syndrome AIDS), occupancy by a minor child, or source of income. 7) Take action to terminate any Tenancy including service of any notice to quit or other eviction notice or bring any action to recover possession of a Rental Unit based upon facts which the Owner has no reasonable cause to believe to be true or upon a legal theory which is untenable under the facts known to the Owner. No Owner shall be liable under this subsection for bringing an action to recover possession unless and until the Tenant has obtained a favorable termination of that action. 8) Remove from the Rental Unit personal property, furnishings, or any other items without the prior written consent of the Tenant, except when done pursuant to enforcement of a legal termination of Tenancy. 9) Provide false written or verbal information regarding any federal, State, County, or local Tenant protections, including mischaracterizing the nature or effect of a notice to quit or other eviction notice. False information includes, without limitation, requesting or demanding a Tenant:

A. Sign a new Rental Agreement not in the Tenant' s primary language if:

Rental Agreement negotiations were conducted in the
Tenant's primary language;
ii. The existing Rental Agreement is in the Tenant' s primary language; or
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iii. Owner is otherwise aware that the new Rental
Agreement is not in Tenant' s primary language.

B. Enter into a Rent repayment plan if the Owner states, misrepresents, suggests, or implies, that the Tenant should or must do so to take advantage of Tenant protection laws that do not in fact require such plans.
10) Offer payments to:

A. A Tenant to vacate more than once in six ( 6) months, after the Tenant has notified the Owner in writing that the Tenant does not desire to receive further offers of payments to vacate; B. Attempt to coerce Tenant to vacate accompanied with threats or intimidation. This shall not include settlement offers in pending eviction actions made in good faith and not accompanied with threats or intimidation.
11) Communicate with Tenant in a language other than Tenant' s primary language for the purpose of intimidating, confusing, deceiving or annoying Tenant.
12) lnterfere with a Tenant's right to quiet use and enjoyment of a Rental Unit as that right is defined by law.
13) Commit repeated acts or omissions of such significance as to substantially interfere with or disturb the comfort, repose, peace, or quiet of any person lawfully entitled to occupancy of such Rental Unit and that cause, are likely to cause, or are intended to cause any person lawfully entitled to occupancy of a Rental Unit to vacate such Rental Unit or to surrender or waive any rights in relation to such occupancy.
14) Remove a housing service for the purpose of causing the Tenant to vacate the Residential Real Property. For example, taking away a parking space knowing that a Tenant cannot find alternative parking and must move.
15) lnterfere with the right of Tenants to organize as Tenants and engage in concerted activities with other Tenants for the purpose of mutual aid and protection; provide property access to Tenant organizers, advocates, or representatives working with or on behalf of Tenants living at a property; convene Tenant or Tenant organization meetings in an appropriate space accessible to Tenants under the terms of their Rental Agreement; or distribute and post literature informing other Ordinance No. NS- 3027

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Tenants of their rights and of opportunities to involve themselves in their project in common areas, including lobby areas and bulletin boards.
16) Threatening or intimidating a Tenant based on their immigration or citizenship status or otherwise disclosing a Tenant' s immigration or citizenship status in violation of California Civil Code section 1940. 35( a) and California Code of Civil Procedure section 1161. 4, as may be amended.

DIVISION 3. — RENT STABILIZATION
Section 8- 3140 — Prohibited Increases.
a) Increases in Rent on Residential Real Property or Mobilehome Spaces in the City of Santa Ana in excess of three percent ( 3%), or eighty ( 80%) of the change in the Consumer Price Index, whichever is less, and more than one Rent Increase in any twelve ( 12) month period, are prohibited, unless expressly exempt under the Costa -Hawkins Rental Housing Act codified in California Civil Code section 1954. 50, et seq., or the Mobilehome Residency Law codified in California Civil Code sections 798, et seq. If the change in the Consumer Price Index is negative, no Rent Increase is permitted. The term Consumer Price Index means, at the time of the adjustment calculation completed by the City pursuant to subsection ( b), the percentage increase in the United State Consumer Price Index for all Urban Consumers in the Los Angeles -Long Beach -Anaheim Metropolitan Area published by the Bureau of Labor Statistics, not seasonally adjusted, for the most recent twelve ( 12) month period ending prior to the City' s calculation pursuant to subsection ( b). A violation of this section occurs upon the service of notice or demand for a prohibited increase in Rent. b) No later than June 30 each year, beginning with the year 2022, the City shall announce the amount of allowable Rent Increase based on subsection ( a) herein, which shall be effective as of September 1 of that year.

Section 8- 3141 — Reasonable Rate of Return.

This ordinance allows for an annual adjustment of Residential Real Property or Mobilehome Space Rent of up to three percent ( 3%), or eighty ( 80%) of the change in the Consumer Price Index, whichever is less. A Consumer Price Index -based increase is found and determined to provide a just and reasonable return on an Owner's property, and has been adopted to encourage good management, reward efficiency, and discourage the flight of capital, as well as to be commensurate with returns on Ordinance No. NS- 3027

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comparable investments, but not so high as to defeat the purpose of curtailing excessive Rents and rental increases. Notwithstanding the foregoing, however, any Owner of Residential Real Property or a Mobilehome Park who contends that the limit on rental increases set forth in Section 8- 3140 above will prevent the Owner from receiving a fair and reasonable return on their property may petition for relief from the cap set forth in section 8- 3140 pursuant to the procedures set forth in this Division.

Section 8- 3142 — Fair Return Petition for Rent Increase. a) A Landlord may submit a Fair Return Petition to the Program Administrator in accordance with the procedures set forth in this Division requesting a Rent Increase in excess of that provided in this Division in order to obtain a fair and reasonable return on the Rental Unit.
b) Standard of Review. All relevant factors shall be considered when evaluating a Fair Return Petition, including, but not limited to, the following:
1) Changes in the Consumer Price Index for All Urban Consumers in the Los Angeles -Long Beach -Anaheim Metropolitan Area published by the Bureau of Labor Statistics;
2) The Rent lawfully charged for comparable Rental Units in the City; 3) The length of time since the last determination on a Fair Return Petition, or the last Rent Increase if no previous Fair Return Petition has been made;
4) The completion of any rehabilitation work related to the Rental Unit, and the cost thereof, including materials, labor, construction interest, permit fees, and other items deemed appropriate; 5) Changes in property taxes or other taxes related to the Rental Unit; 6) Changes in the Rent paid by the Landlord for the lease of the Rental Unit;
7) Changes in the utility charges for the Rental Unit paid by the Landlord, and the extent, if any, of reimbursement from the Tenants;
8) Changes in reasonable Operating Expenses;
9) Changes in Net Operating Income;
10) The need for repairs caused by circumstances other than ordinary wear and tear;
11) The amount and quality of Housing Services provided by the Landlord to the Tenants;
12) Compliance with any existing Rental Agreement lawfully entered into between the Landlord and Tenants; and
13) Landlord' s substantial compliance with this Article and applicable housing, health and safety codes.

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Section 8- 3143 — Capital Improvement Petition
a) Effective July 1, 2023, or as modified by resolution of the City Council, a Landlord may submit a Capital Improvement Petition to the Program Administrator in accordance with the procedures set forth in this Division requesting a pass -through cost to the Tenants to cover expenses incurred by the Landlord to complete Capital Improvements for the Rental Unit pursuant to the following provisions:
1) The Capital Improvement was paid for and completed after November 19, 2021 ( the effective date of the first adopted Rent Stabilization Ordinance);
2) The Capital Improvement was paid for and completed prior to the filing of the Capital Improvement Petition;
3) A Capital Improvement Petition must be initiated by the Landlord within two ( 2) years of completion of the Capital Improvement; 4) A Capital Improvement Petition shall not apply to Rental Units or new Tenants whose initial Rent was established after the Landlord completed the Capital Improvement;
5) The Landlord may not require a Tenant to pay any amount of any cost that is attributable to any period of time that the Tenant was not entitled to use and occupy the Rental Unit;
6) The Landlord may not require a Tenant to pay more than the Tenant' s share of the cost attributable to that Tenant' s Rental Unit that is permitted to be passed through to the Tenant;
7) If the Capital Improvement inures solely to the benefit of one or more of the Rental Units, but to less than all, the surcharge shall be so annualized, but shall be applied and/ or prorated only with respect to the one or more Rental Units actually so benefited; 8) Equipment otherwise eligible as a Capital Improvement will not be considered if a "use fee" is charged (i. e. — coin operated washer and dryers); and,
9) Pass through costs for Capital Improvements shall not be considered Rent and shall not be increased when Rent Increases, nor shall they be considered Rent for purposes of calculating a Rent Increase.
b) Calculating Capital Improvements. Any Capital Improvement pass - through cost must be calculated according to the following:
1) Capital Improvement costs must be amortized over the useful life of the Capital Improvement, not to exceed ten percent ( 10%) of the current Rent; for the purposes of such computation, the current Rent for any time period shall not include any Capital Improvement pass -through amounts;
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2) For mixed - use structures and Landlord - occupied Rental Units, only the percent of residential square footage will be applied in the calculations;
3) If a unit is occupied by an agent of the Landlord, this unit must be included when determining the average costs per Rental Unit; and, 4) If the Landlord is reimbursed for Capital Improvements ( i. e. — insurance, court -awarded damages, subsidies, etc.), such reimbursement must be deducted from the Capital Improvements before costs are amortized and allocated among the Rental Units. c) Standard of review. All relevant factors shall be considered when evaluating a Capital Improvement Petition, including the following:
1) Capital Improvement completed;
2) Landlord' s Petition made within two ( 2) years of completion of Capital Improvement;
3) Distinguished from ordinary repair or maintenance;
4) For the primary benefit, use, and enjoyment of the Tenant; 5) Permanently fixed in place or relatively immobile and appropriated to the use of the Rental Unit;
6) No " use fee" or other charge imposed on Tenants for its use; and, 7) Cost -factored and amortized.

Section 8- 3144 — Tenant Petition
a) Effective July 1, 2023, or as modified by resolution of the City Council, Tenant may submit a Petition to the Program Administrator in accordance with the procedures set forth in this Division on any one ( 1) or more of the following grounds:
1) To request review of a Rent Increase in excess of the maximum allowed Rent Increase;
2) To request a reduction in Rent based on decreased Housing Services;
3) To request a reduction in Rent based on failure of the Landlord to maintain a habitable premises, including health, safety, fire, or building code violations;
4) To contest a Capital Improvement cost as an unauthorized or excessive pass through; or,
5) For any other violation of this Article by the Landlord. b) Tenant' s time to file a Petition. Where applicable, a Tenant filing a Petition under this Division shall do so within the following time limits:

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1) Tenant receiving a notice of Rent Increase shall have thirty (30) days after service of such notice to file a Petition for review of Rent; 2) In instances where notice is not provided as required, the Tenant shall file a Petition for review of Rent within thirty ( 30) days after Tenant knew of the alleged failure to comply with the requirements of this Article; and,
3) For any other violation( s) of this Article by the Landlord, the Tenant shall file a Petition within one hundred and eighty ( 180) days of the alleged violation(s).
c) Standard of Review. All relevant factors shall be considered when evaluating a Tenant Petition, including the following:
1) Landlord allows violations of this Article or other applicable state and local statutes to persist;
2) Any reduction of Housing Services, living space, or amenities; 3) Substantial deterioration of the Rental Unit other than as a result of ordinary wear and tear;
4) Landlord' s failure to provide adequate Housing Services; 5) Tenant provided Landlord with reasonable notice and opportunity to correct the conditions that provide the basis for the petition; and, 6) Landlord' s failure to comply substantially with this Article or applicable housing, health and safety codes.
d) Restoration of Rent Decrease. Where a Rent decrease has been ordered pursuant to this Division due to a decrease in Housing Services or failure to maintain habitability, the amount of Rent decreased ( return of excess Rent) may be restored in accordance with procedures set out in the regulations when the former Housing Services or maintenance levels are reinstated.

Section 8- 3145 — Petition Process
A Landlord or a Tenant may file Petitions with the Program Administrator, as provided in this Division. For purposes of this Petition process, the Landlord and each Tenant of a Rental Unit that is the subject of a Petition shall be a " party" to the Petition.

The Program Administrator shall promulgate regulations regarding procedures for Petitions filed under this Article. Petitions shall be governed by such regulations and by the provisions of this Section. Petitions shall be available in the language that the Owner and Tenant used to negotiate the terms of the Tenancy ( e. g., Spanish, Chinese, Tagalog, Vietnamese and Korean), as well as English.
a) Filing Petition. Upon the filing of a Petition, the Program Administrator shall notify the petitioner of the acceptance or denial of the Petition based on the Ordinance No. NS- 3027

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completeness of the submission. The Program Administrator shall not assess the merits of the Petition, and shall only refuse acceptance of a Petition that does not include required information or documentation or comply with the requirements of this Division.
b) Filing Fee. Fees for the filing of any Petition shall be established by City Council resolution in the City' s Miscellaneous Fee Schedule. c) Prior Petition. Notwithstanding any other provision of this Division, no Petition shall proceed if a decision has been made with regard to a prior Petition based on the same or substantially the same grounds within the previous one hundred and eighty ( 180) days.
d) No Landlord Petition or upward adjustment of Rent shall be authorized under this Division if the Landlord:
1) Has continued to fail to comply, after order of the Board, with any provisions of this Article and/ or orders or regulations issued thereunder by the Board; or,
2) Has failed to bring the Rental Unit into compliance with the implied warranty of habitability.
e) Notice of Petition. As soon as possible after acceptance of a Petition, the Program Administrator shall provide written notice to the Landlord, if the Petition was filed by the Tenant, or the Tenant, if the Petition was filed by the Landlord, of the receipt of such a Petition. The written notice shall inform the parties of the Petition process, the right to respond, and include a copy of the completed Petition and supportive documents. Any response submitted by the responding party will be made available to the petitioning party.
f) Hearing Officer. An impartial Hearing Officer appointed by the Program Administrator shall conduct a hearing to act upon the Petition. The Hearing Officer has the following powers:
1) To make a determination on a Petition; and
2) Any other powers delegated to the Hearing Officer by the Board. g) Board Action in Lieu of Reference to Hearing Officer. The Board, on its own motion, in the Board' s sole discretion, may hold a hearing on a Petition without the Petition first being heard by a Hearing Officer.
h) Time of Hearing. Each accepted Petition shall be scheduled for a hearing by the Hearing Officer to be held on a date not more than sixty (60) days from the date the Program Administrator accepts the Petition. With agreement of the parties, the Hearing Officer may hold the hearing beyond the sixty ( 60) days. In no event later than ten ( 10) days prior to the hearing, the Hearing Officer shall notify all parties as to the time, date, and place of the hearing.

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i) Consolidation. All Landlord Petitions pertaining to Tenants in the same building shall be consolidated for hearing, and all Petitions filed by Tenants occupying the same building shall be consolidated for hearing, unless the Program Administrator or Hearing Officer finds good cause not to consolidate such Petitions.

Q) Right of Assistance. All parties to a hearing may have assistance in presenting evidence and developing their position from attorneys, legal workers, or any other persons designated by said parties.
k) Rules of Evidence. Formal rules of evidence shall not be applicable to hearings on Petitions. At such a hearing, the parties may offer any documents, testimony, written declarations, or other evidence that, in the opinion of the Hearing Officer, is credible and relevant to the Petition. The Hearing Officer may consider the results of inspections of the property in question and the results of any other investigations conducted by or at the request of the Hearing Officer or Program Administrator. Evidence unduly repetitious, lacking credibility, or irrelevant evidence shall be excluded upon order by the Hearing Officer.
1) Evidence. Any party may appear and offer such documents, testimony, written declarations, or other evidence as may be pertinent to the proceeding. The Hearing Officer may require either party to a Petition to provide any books, records, or papers deemed pertinent, in addition to that information contained in the Petition and Rental Registry. The Hearing Officer may request the City to conduct a current building inspection if the Hearing Officer finds good cause to believe the current information does not reflect the current condition of the Rental Unit. All documents required under this section shall be made available to the parties involved prior to the hearing. In cases where information filed in a Petition or in additional submissions filed at the request of the Hearing Officer is inadequate or false, no action shall be taken on said Petition until the deficiency is remedied.
m) Quantum of Proof. The party who files the Petition shall have the burden of proof. No Petition shall be granted unless supported by the preponderance of the evidence submitted at the hearing.
n) Time for Decision. The policies and procedures adopted by the Board shall provide for final action on any Petition within a reasonable time. o) Notice of Decision. The Hearing Officer shall make a determination on the merits of the Petition and shall provide a written statement of decision, including findings upon which the determination is based. The Hearing Officer' s decision on a Petition may be reasonably conditioned in any manner necessary to effectuate the purposes of this Article. Additionally, the parties to the hearing shall also be notified of their right to any appeal allowed by the Board and/ or to judicial review of the decision pursuant to this Division.

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p) Hearing Record. The record of the hearing shall include: the Petition; all exhibits, papers, and documents required to be filed or accepted into evidence during the proceedings; a list of participants present; a summary of all testimony accepted in the proceedings; a statement of all materials officially noticed; all recommended decisions, orders and/or rulings; all final decisions, orders and/ or rulings; and the reasons for each final decision, order and/ or ruling. All hearings shall be recorded. q) Appeal. Any person aggrieved by the decisions of the Hearing Officer may appeal to the Board. An appeal to the Board shall be filed no later than thirty ( 30) days after receipt of the notice of the decision of the Hearing Officer. On appeal, the Board shall affirm, reverse, or modify the decision of the Hearing Officer. Unless the Board elects to conduct a de novo hearing, Board review of the Hearing Officer' s decision shall be based on the hearing record without holding a new hearing. The Board may consider additional evidence for good cause, including evidence which did not exist at the time of the hearing or which could not be discovered using due diligence by a party. If no Board exists, any appeal of the Hearing Officer decision on a Petition shall proceed pursuant to the administrative appeal procedures found in Chapter 3 of the Santa Ana Municipal Code.
r) Finality of Decision. The decision of the Hearing Officer shall be the final decision of the Board in the event of no appeal to the Board. The decision of the Hearing Officer shall not be stayed pending appeal; however, in the event that the Board on appeal reverses or modifies the decision of the Hearing Officer, the Board shall order the appropriate party to make retroactive payments, as applicable, to restore the parties to the position they would have occupied had the Hearing Officer' s decision been the same as that of the Board.

Section 8- 3146 — Voluntary Mediation
a) Voluntary mediation services shall be provided by the City. Upon request, the Program Administrator shall appoint a Mediator and set a date for a mediation no later than thirty ( 30) days after the acceptance of the subject Petition, unless the Program Administrator determines that additional time is required under the circumstances. The Program Administrator shall notify the Landlord and Tenant( s) in writing of the date, time, and place of the mediation hearing at least ten ( 10) days prior to the mediation. This notice shall be served either in person or through ordinary mail or electronic correspondence.
b) It is the intent and purpose of mediation to provide a process in which Mediators may assist disputants in reaching a voluntary agreement. Accordingly, except as otherwise expressly provided herein, there shall be no penalty or disability, either civil or criminal, for failure to participate in the mediation process, and there shall be no penalty, either civil or criminal, for failure to reach agreement with a disputant in the mediation process.

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c) Mediation is a voluntary collaborative process wherein the Landlord and Tenant( s) who have a disagreement can develop options, consider alternatives, and develop a consensual agreement. The role of the Mediator is to facilitate open communication to resolve a dispute in a non -adversarial and confidential manner. d) If the Landlord and Tenant agree to a resolution, the Mediator may assist the parties in preparing a written settlement agreement for the signature of the Landlord and the Tenant, provided that in doing so the Mediator confines the assistance to stating the settlement as determined by the parties. Such agreement shall constitute a legally enforceable contract.
e) Should the parties fail to agree to a resolution, or the Mediator determines that the parties have reached an impasse, the Mediator may refer the Petition back to the Program Administrator to continue the Petition review process detailed in this Division.
f) All documents and results related to mediations and facilitations held pursuant to this Article shall be kept confidential and shall be inadmissible as evidence in any subsequent administrative or judicial proceeding. g) The Mediator and/ or Program Administrator shall provide documentation and translation services in the language that the Owner and Tenant used to negotiate the terms of the Tenancy ( e. g., Spanish, Chinese, Tagalog, Vietnamese and Korean), as well as English.

Section 8-3147 — Exemptions.
a) Pursuant to the Costa -Hawkins Rental Housing Act, the provisions of this ordinance regulating the amount of Rent that a Residential Real Property Owner may charge shall not apply to the following: any Residential Real Property that has a certificate of occupancy issued after February 1, 1995 ( California Civil Code section 1954.52( a)( 1)); and, any other provisions of the Costa -Hawkins Rental Housing Act addressing exemptions, as applicable.
b) Pursuant to the Mobilehome Residency Law, the provisions of this ordinance regulating the amount of Rent that a Mobilehome Park Owner may charge for a Mobilehome Space shall not apply to the following: any Mobilehome Space subject to a long term ( more than one year) Rental Agreement ( California Civil Code section 798. 17); any newly constructed Mobilehome Space first offered for rent on or after January 1, 1990 ( California Civil Code section 798.45); Mobilehomes not being used as a person' s primary residence that are not being leased to someone else ( California Civil Code section 798.21); and, any other provisions of the Mobilehome Residency Law addressing exemptions, as applicable.

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c) Pursuant to the Tenant Protection Act of 2019, Civil Code section 1947. 12( d), the provisions of this ordinance regulating the amount of Rent that a Residential Real Property Owner may charge shall not apply to the following:
1) Housing restricted by deed, regulatory restriction contained in an agreement with a government agency, or other recorded document as affordable housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Safety Code, or subject to an agreement that provides housing subsidies for affordable housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Safety Code or comparable federal statutes.
2) Dormitories owned and operated by an institution of higher education or a kindergarten and grades 1 to 12, inclusive, school. 3) Housing that has been issued a certificate of occupancy within the previous 15 years.
4) Residential Real Property that is alienable separate from the title to any other dwelling unit, provided that both of the following apply:

A. The Owner is not any of the following:
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A real estate investment trust, as defined in section 856 of the Internal Revenue Code.
ii. A corporation.
iii. A limited liability company in which at least one member is a corporation.

The Tenants have been provided written notice that the
Residential Real Property is exempt from this section
using the following statement:

This property is not subject to the Rent limits
imposed by Santa Ana Municipal Code section 8-
3140 and the Owner is not any of the following: ( 1) a
real estate investment trust, as defined by section 856 of the Internal Revenue Code; ( 2) a corporation; or (3) a limited liability company in which at least one
member is a corporation."

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ii. For a Tenancy existing before the effective date of this ordinance, the notice required under clause ( i) may, but is not required to be provided in the Rental Agreement. iii. For a Tenancy commenced or renewed on or after the effective date of this ordinance, the notice required under clause ( i) must be provided in the Rental Agreement.
5) A property containing two separate dwelling units within a single structure in which the Owner occupied one of the units as the Owner' s principal place of residence at the beginning of the Tenancy so long as the Owner continues in occupancy, and neither unit is an accessory dwelling unit or a junior accessory dwelling unit.

Section 8-3148 — Rent Increase Ineffective.

No Rent Increase shall be effective if the Owner:
a) Fails to substantially comply with all provisions of this Division, including but not limited to the failure to provide notices as required; or b) Fails to maintain the Residential Real Property or Mobilehome Space in compliance with California Civil Code Sections 1941. 1 et seq. and California Health and Safety Code sections 17920. 3 and 17920. 10, except as to Mobilehomes and Mobilehome Spaces in Mobilehome Parks that are subject to the Mobilehome Parks Act, Health and Safety Code section 18200, et seq.; Manufactured Housing Act, Health and Safety Code section 18000, et seq.; or the National Manufactured Housing Construction and Safety Standards Act of 1974, 42 U. S. C. sections 5401, et seq., as applicable; or
c) Fails to make repairs ordered by the City or court of competent jurisdiction.
d) No Rent Increases shall take effect for any Rental Unit unless the Landlord has accurately completed the Rental Unit Registration.

Section 8- 3149 — Notice Requirements.
a) An Owner of any Residential Real Property or Mobilehome Space subject to this provision shall, on or before the date of commencement of a Tenancy, give the Tenant a written notice in a form prescribed by the City which must include the following information:

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1) The existence and scope of this Division 3 of Article XIX of Chapter 8 of the Santa Ana Municipal Code; and
2) The Tenant' s right to respond to any Fair Return or Capital Improvement Petition filed with the City by the Owner pursuant to this Division.
b) As part of any notice to increase Rent, an Owner must include:
1) Notice of the existence of this Division 3 of Article XIX of Chapter 8 of the Santa Ana Municipal Code; and
2) The Tenant's right to respond to any Fair Return or Capital Improvement Petition filed with the City by the Owner pursuant to this Division, unless such Rent Increase is pursuant to an approved Fair Return Petition.
3) No Rent Increase shall take effect until the requirements of this Division have been met.
c) The Owner must give notices to the Tenant in the language that the Owner and Tenant used to negotiate the terms of the Tenancy ( e. g., English, Spanish, Chinese, Tagalog, Vietnamese, and Korean) as well as English. d) Any notices or documents required to be provided from a Landlord to a Tenant by this Article or any other federal, state, or local law, including, but not limited to, notice of Rent Increase and notice of eviction, shall be provided to the City through the Rental Registry portal.

DIVISION 4. — RENTAL REGISTRY AND RENTAL REGISTRY FEE
Section 8- 3160 — Rental Registry
Effective July 1, 2023, or as modified by resolution of the City Council, the City shall create a Rental Registry and all Landlords with Rental Units in the City of Santa Ana shall complete and submit Registration Forms for each Rental Unit pursuant to the following:
a) Initial Registration. A Landlord must file an initial Registration Form with the City for each Rental Unit that is subject to the provisions of this Article.

Registration of a Rental Unit shall not be complete until an Owner has:
1) Completely and accurately provided a Registration Form; and, 2) Paid all fees owed to the City with respect to the Rental Unit including Registration Fees imposed pursuant to this Article.

Ordinance No. NS- 3027

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b) Change of Ownership or Management.
1) Whenever a change in ownership of a Rental Unit occurs, the Landlord shall provide the City with written notice of the change in ownership, including the date of transfer, and the name, address and contact information of the new Owner, within thirty ( 30) days of the close of escrow.
2) The new Owner is required to file a Registration Form with the City within sixty ( 60) days of such change. The new Owner' s Registration Form will only be accepted by the City if it is accompanied by a copy of a written notification on a form prescribed by the Program Administrator from the Landlord to all Tenants advising the Tenants of the change in ownership of the building and setting forth the name, address and contact information of the new Owner and of the new Owner' s property manager or representative, and a declaration that the new Owner served the written notification on all the Tenants.
3) Registration amendments also shall be required to be filed with the City within sixty ( 60) days of a change of the property management or authorized agent or if the address of the Owner or authorized agent changes.
c) Re -Registration Following a Vacancy. A Landlord shall, in the manner described herein, re -register a Rental Unit with the City within thirty ( 30) days after a vacancy has occurred and the Rental Unit is re -rented. d) Claim of Exemption. Any Landlord that is claiming any exemption from this Article must file a claim of exemption with the City. The Landlord shall provide the City, on a form approved by the Program Administrator and accompanied by supporting documentation, a written declaration stating the facts which support the claim of exemption from the provisions of this Article. If the written declaration and supporting documents are not submitted by July 1 of each year for any Rental Unit, that Rental Unit shall be deemed to be subject to the provisions of this Article. If the Board determines that any Unit was incorrectly registered as exempt due to any affirmative misrepresentation by the Owner, the exemption for that Unit may be revoked retroactively, and the Unit will be subject to any applicable enforcement measures. e) Termination of Exemption. Any time a Rental Unit that has been exempted under the provisions of this Article loses its exempt status due to termination of the conditions qualifying it for exemption, the Landlord of such Rental Unit is required to file a Registration Form for said Rental Unit within thirty ( 30) days of the change in status. f) Annual Requirement. For the subsequent years after the initial Registration date, each Registration Form and claims of exemption( s) must be annually Ordinance No. NS- 3027

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City Council 9 – 125 5/16/2023
filed on or before July 1 of each year. The Rental Housing Board may modify the annual registration date.
g) Contents of Registration Form. The Rental Registration Form shall completely and accurately provide the following information from the Landlord for each Rental Unit as of the date of filing the Registration Form:
1) Address of each Rental Unit including identifying number or letter; 2) Number of bedrooms and bathrooms in the Rental Unit; 3) Name, current address, and contact information of current Owners, authorized representatives and property managers;
4) Date of assumption of ownership by current Owners;
5) Current Rent;
6) Date and amount of last Rent Increase; and
7) Move -in date of current Tenant(s).

The Board and/ or Program Administrator may adopt policies and procedures that require additional information to be collected and recorded in Registration Forms in furtherance of the objectives of this Article.
h) Affidavit. All Rental Registration Forms provided by Landlords in accordance with this Division shall include an affidavit signed by the Landlord declaring under penalty of perjury that the information provided in the Rental Registration Form is true and correct.
i) Notices. Any notices or documents required to be provided from a Landlord to a Tenant by this Article or any other federal, state, or local law, including, but not limited to, notice of Rent Increase and notice of eviction, shall be provided to the City through the Rental Registry portal.

Q) Proper Registration. Registration of a Rental Unit shall not be complete until the Landlord has:
1) Paid all fees and penalties owed to the City with respect to the Rental Unit, including the Rental Registry Fee, imposed pursuant to this Article; and,
2) Filed a complete and accurate Registration Form for that Rental Unit including all information required by this Division and any policies and procedures adopted by the Board and/ or Program Administrator.
k) Commencing October 1, 2023, the City may commence enforcement against any Landlord who fails to register a Rental Unit, or provide current and accurate data regarding a Rental Unit, according to this Division. Furthermore, no Landlord shall advertise for rent, demand or accept Rent for a Rental Unit, or evict any Tenant from a Rental Unit, if the Rental Unit Registration is not complete and accurate. In addition, no Ordinance No. NS- 3027

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petition, application, claim or request, and no Rent increases shall take effect for any Rental Unit unless the Landlord has accurately completed the Rental Unit Registration.

Section 8- 3161 — Rental Registry Fee
Effective July 1, 2023, or as modified by resolution of the City Council, an annual Rental Registry Fee shall be imposed on each Rental Unit in the City. All Landlords with Rental Units that are subject to this Article shall pay the Rental Registry Fee as established by the City Council. The Rental Registry Fee is to fund the City' s cost to implement, administer, monitor, support, and enforce the provisions of this Article. a) Amount of Fee. A Landlord shall pay to the City a Rental Registry Fee for each of the Landlord' s Rental Units in the City. The amount of the Fee shall be determined by resolution of the City Council adopted from time to time and set forth in the City' s Miscellaneous Fee Schedule. The Fee shall not exceed the amount found by the City Council to be necessary to administer the provisions of this Article, and the City Council's findings in this regard shall be final.
b) Deadline for Landlord Payment of Rental Registry Fee. Annual Rental Registry Fees shall be due and owing on July 1 each year, or within thirty (30) calendar days of any subsequent changes to the Rental Unit.
c) Late Payment. Any Landlord responsible for paying the Rental Registry Fee who fails to pay the Fee by October 1, or within sixty ( 60) calendar days of any midyear due date, will be delinquent and shall, in addition to the Fee, pay additional late charges, penalties of assessments as determined by resolution of the City Council. The amount of Rental Registry Fee and any penalty imposed by the provisions of this Article shall be deemed a debt to the City.
d) Pass Through to Tenants. After timely payment of the Rental Registry Fee, the Landlord may pass through up to fifty percent (50%) of the Fee to Tenants of the applicable Rental Unit, to be paid by the Tenant in twelve ( 12) equal monthly installments. The Fee pass -through shall not be considered part of the Rent in calculating any Rent Increase. If a Landlord fails to timely pay the Fee and becomes delinquent, neither the Fee nor any penalties can be passed through to the Tenant. In the event a Tenant paid Registration Fee pass -through costs in excess of that permitted by this Division, the Landlord shall reimburse the Tenant for the Registration Fee pass - through cost overpayment.
1) No Pass -Through for Subsidized Tenants. No portion of the Registration Fee may be passed through to Tenants who reside in housing restricted by deed, regulatory restriction contained in an agreement with a government agency, or other recorded document as affordable housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Ordinance No. NS- 3027

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Safety Code, or subject to an agreement that provides housing subsidies for affordable housing for persons and families of very low, low, or moderate income, as defined in Section 50093 of the Health and Safety Code or comparable federal statutes.

Section 8- 3162 — Education and Outreach.

The Program Administrator shall have the authority to contract with community - based organizations for them to assist in the education and outreach related to this Article.

DIVISION 5. — RENTAL HOUSING BOARD
Section 8- 3180 — Rental Housing Board
There is hereby created and established a Rental Housing Board to perform the functions designated in this Article. The composition of the Board and selection of Board Members shall be based upon the following:
a) Membership of Board. The Rental Housing Board shall consist of seven 7) Board Members. Each City Councilmember shall appoint one ( 1) Board Member, to be approved by the City Council, in an equitable order based upon a random lottery process. The Board Members of the Rental Housing Board shall be comprised of:
1) Three ( 3) Tenants, including at least one ( 1) Mobilehome Tenant; 2) Two (2) Landlords; and
3) Two ( 2) at -large Members with no financial interest in and no ownership of income -generating rental housing.
b) Chairperson. The Board shall elect annually one of its Members to serve in the capacity as Chairperson.
c) Eligibility. Residents of the City are eligible to serve as members of the d) Full Disclosure of Holdings. Nominees for the position of Board Member shall submit a verified statement listing all of their interests and dealings in real property, including, but not limited to, ownership, sale or management of real property during the previous three ( 3) years. The Board may promulgate additional regulations. e) Conflict of Interest. Board Members shall be subject to the requirements of the California Political Reform Act and other applicable state and local conflict of interest codes. Accordingly, a Board member shall be disqualified from participating in any hearing on an application, petition, or appeal where the Board Member is either the Ordinance No. NS- 3027

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City Council 9 – 128 5/16/2023
Landlord or a Tenant residing at the subject property, or has any other form of conflict of interest.
f) Training Required. All Board members shall attend training as designated by the Program Administrator.

Section 8- 3181 — Rental Housing Board Member Term and Compensation a) Term. Board Members shall serve for a term of four (4) years or until their respective successors are appointed or qualified, but in no event shall any persons be eligible for reappointment who has served three ( 3) consecutive terms of four (4) years each, irrespective of what seat or seats the Board Member is appointed to by the City Council. However, the City Council may remove a Board Member at any time for any reason.
b) Compensation. Fifty dollars ($ 50. 00) per meeting, plus fifty dollars

50. 00) per month automobile allowance.

Section 8- 3182 — Rental Housing Board Powers and Duties a) The Rental Housing Board shall have the following powers and duties:
1) To hold regular meetings at least once each calendar month, or as needed, as fixed by the by- laws of the Board.
2) Conduct hearings on petitions, applications, and appeals of hearings determined by a Hearing Officer submitted by Landlords or Tenants under this Article. Any fees for such hearings shall be established by City Council resolution in the City' s Miscellaneous Fee Schedule.
3) Promulgate and implement policies and procedures for the administration and enforcement of this Article. Make such studies, surveys, and investigations, conduct such hearings, and obtain such information as is necessary to carry out its powers and duties. 4) Review and assess yearly that sufficient number of staff are employed, including a Program Administrator, Hearing Officers, housing counselors and legal staff, as may be necessary to perform its function efficiently in order to fulfill the purpose of this Article. 5) Any other duties as necessary to administer and enforce this Article.
6) Such other duties as are designated by resolution of the City Council.

Section 8- 3183 — Rental Housing Board Policies and Procedures Ordinance No. NS- 3027

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The Board shall issue and follow such policies and procedures, including those which are contained in this Article, as will further the purposes of the Article.

Section 8- 3184 — Rental Housing Board Meetings
a) The Board shall hold such regularly scheduled meetings as are necessary to ensure the timely performance of its duties under this Article. All regular and special meetings shall be called and conducted in accordance with state law. b) Quorum. Four ( 4) members of the Board shall constitute a quorum for the transaction of business.
c) Voting. The affirmative vote of four ( 4) members of the Board is required for a decision, including all motions, rules, regulations, and orders of the Board.

Section 8- 3185 — Judicial Review
Any decision of the Rental Housing Board shall be final unless judicial review is sought in a court of competent jurisdiction within thirty ( 30) days of the date of the Board' s decision. The Board decision shall take effect immediately unless provided otherwise in the decision, regardless of whether a party seeks judicial review.

DIVISION 6. — ENFORCEMENT AND REMEDIES
Section 8- 3200 — Violations
a) It shall be unlawful for any person to violate or fail to comply with any provision of this Article. The violation of any provision of this Article shall first be punished through the use of an administrative citation, as provided in Santa Ana Municipal Code section 1- 21, et seq., prior to prosecution as a misdemeanor or infraction, as provided in Santa Ana Municipal Code section 1- 8. b) Civil Action. Any aggrieved person, including the City and the People of the State of California, may bring a civil action for damages for any violation of this Article or the rules, regulations, orders and decisions of the Rental Housing Board. The burden of proof in such cases shall be by a preponderance of the evidence. No administrative remedy need be exhausted prior to filing a civil suit pursuant to this section.
c) Injunctive Relief. Any person who commits an act, proposes to commit an act, or engages in any pattern and practice that violates this Division, or the policies, procedures, regulations, rules, orders and decisions of the Rental Housing Board, may be enjoined therefrom by any court of competent jurisdiction. An action for injunction Ordinance No. NS- 3027

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under this section may be brought by any aggrieved person, including the City and People of the State of California. No administrative remedy need be exhausted prior to filing an action for injunctive relief pursuant to this section. d) Affirmative Defense. A Landlord' s failure to comply with any requirement of this Article may be asserted as a complete affirmative defense in an unlawful detainer or any other action brought by the Landlord to recover possession of the Rental Unit.

Additionally, any attempt to recover possession of a Rental Unit in violation of this Article shall render the Landlord liable to the Tenant for damages in a civil action for wrongful eviction. The prevailing party in an action for wrongful eviction shall recover costs and reasonable attorneys' fees.
e) Public Nuisance. In addition to other penalties provided by law, any condition caused or permitted to exist in violation of any provision of this Article shall be deemed a public nuisance and may be summarily abated as such by the City, and each day such condition continues shall constitute a new and separate offense. f) Non -Exclusive. The remedies provided in this Article are not exclusive, and nothing in this Article shall preclude any person from seeking any other remedies, penalties or procedures provided by law, nor is exhaustion of remedies under this section a prerequisite to the assertion of any other such right.

Section 4. The City Council finds and determines that this Ordinance is not subject to the California Environmental Quality Act ( CEQA) pursuant to sections 15060( c)( 2) and 15060( c)( 3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment and it is not a " project," as defined in section 15378 of the State CEQA Guidelines. Furthermore, the proposed Ordinance falls within the " common sense" CEQA" exemption set forth in CEQA Guidelines section 15061( b)( 3), excluding projects where " it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment."
Section 5. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this Ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.

Ordinance No. NS- 3027

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City Council 9 – 131 5/16/2023
Section 6. This Ordinance shall become effective thirty ( 30) days after its adoption.

Section 7. The Clerk of the Council shall certify to the adoption of this Ordinance and cause the same to be published in the manner prescribed by law.

ADOPTED this 18l" day of October, 2022.
1 414
Vicente Sarmiento
Mayor
APPROVED AS TO FORM:

SoniaA Canialho, City Attorney
Ryan{ Off ` Ho
Assi t ClAttorney AYES:

Councilmembers: Hernandez Lopez Phan Sarmiento (4) NOES:

Councilmembers: Mendoza Penaloza Bacerra (3) ABSTAIN:

Councilmembers: None (0) NOT
PRESENT: Councilmembers: None (0) Ordinance
No. NS- 3027 Page
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City Council 9 – 132 5/16/2023

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No.

NS- 3027 to be the original ordinance adopted by the City Council of the City of Santa Ana on October 18, 2022 and that said ordinance was published in accordance with the Charter of the City of Santa Ana.

Date: It)I2o122 A,: -"4- m
rClerk of the Counci
City of Santa Ana
Ordinance No. NS- 3027

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City Council 9 – 133 5/16/2023
Contact Information
Eric Johnson
President
Tel 714-992-9027
[email protected]
Chu Thai
Partner
Tel 714-992-9024
[email protected]
Company Information
Revenue & Cost Specialists
1519 E Chapman Ave, Ste C
Fullerton, CA 92831
Tel (714) 992-9020
www.revenuecost.com

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City Council 9 – 134 5/16/2023
Finance and Management Services
www.santa-ana.org/finance
Item # 10
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Periodic Quarterly Report of Investments as of March 31, 2023

AGENDA TITLE
Periodic Quarterly Report of Investments as of March 31, 2023

RECOMMENDED ACTION
Receive and file.

DISCUSSION
California Code Section 53646 (b) states that if a quarterly report is rendered to the legislative body, the quarterly investment report shall be submitted within 45 days following the end of the quarter covered by the report. In an effort to meet the statutory requirement, the Finance and Management Services Agency (“FMSA”) submits the Report via email for review and distribution to the City Council in advance. The report was emailed for distribution on April 26, 2023. The legislation specifies that this quarterly report contain the seven major elements listed below:

1. Type of investments

2. Date of maturity

3. Par and dollar amounts invested in each security

4. Weighted average maturity of the investments

5. Market value as of the date of the report

6. Source of the market value information

7. Any funds, investments, or programs, including loans, under the management of contracted parties
These specifications include a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end-of-month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly and quarter-ending Treasurer’s Report. The information is in compliance with State law and the City’s Investment Policy.

The attached Treasurer’s Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of March 31, 2023.

City Council 10 – 1 5/16/2023
Quarterly Report of Investments
May 16, 2023

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The attached Cash held by Bank and Cash held by Fund(s) Listing (Exhibit 2) is a schedule of cash by funds added to the monthly and quarterly Report of Investments to enhance FMSA’s reporting and transparency.

The following two tables represent: (1) percentage limits set by the City’s Investment Policy and State Law and shows respective City investment portfolio investment types, amounts, and percentages; and (2) the restricted cash balance as of March 31, 2023.

Type of Investment Amounts
Invested $
Portfolio
%
COSA
Policy
Limits
%
State Law
Limits %
Certificates of Deposit (CDs) $6,696,000 1.29% 30% 30%
Federal Farm Credit Bank (FFCB) $57,912,510 11.12% None None Federal Home Loan Bank (FHLB) $239,738,720 46.06% None None Federal Home Loan Mortgage Corp. (FHLMC) $44,993,750 8.64% None None Federal National Mortgage Association (FNMA) $59,484,750 11.43% None None Local Agency Investment Fund (LAIF) $38,877,328 7.47% None None Local Agency Investment Fund (LAIF – ARPA) $62,928,705 12.09% None None U.S. Treasury $9,915,500 1.90% None None
Sub- Total: $520,547,263 100% None None
Cash : $16,065,446
Total: $536,612,709
Restricted Cash In $
Restricted Cash †, $12,906,612
Total $12,906,612
† Restricted cash is held by various Trustees such as Bank of New York Mellon; US Bank; Signature Bank; and State of California Condemnation Fund. Restricted Cash is segregated from cash used for daily operations.

The following City investment portfolio graph represents percentages within the respective investment types as of March 31, 2023.

City Council 10 – 2 5/16/2023
Quarterly Report of Investments
May 16, 2023

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The following two tables represent, as of March 31, 2023: (1) the aggregate Average Market Yield To Date (AMTD); and (2) the breakdown of by investment type.

Aggregate Average Market Yield To Date
Average Month To Date (AMTD) 1.658%
Investments Book Value of Investments YTM
% of
Portfolio
Certificates of Deposit $6,696,000 1.181% 1.29% 0.015%
LAIF $38,877,328 2.831% 7.47% 0.211%
LAIF (ARPA) $62,928,705 2.831% 12.09% 0.342%
Federal Agency Securities $402,129,730 1.329% 77.25% 1.027% U.S. Treasury $9,915,500 3.299% 1.91% 0.063%
$520,547,263 1.658% 100% 1.658%
Cash held by Bank and Cash by Fund(s) Listing (Exhibit 2) The above-referenced exhibit (Exhibit 2) includes a comparison of bank balances between each City Cash account including Investments; Cash held at a City designated financial institution; Cash on Hand; and Restricted Cash versus the Cash held by various Fund(s).

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Treasurer’s Report

2. Cash Held by Bank and Cash Fund(s) Listing
Submitted By: Kathryn Downs, FMSA Executive Director
Approved By: Kristine Ridge, City Manager
City Council 10 – 3 5/16/2023
City of Santa Ana
Portfolio Management
March 31, 2023
Portfolio Summary
% of
Portfolio
Book
Value Investments
Market
Value
Par
Value
Days to
Term Maturity
YTM/C
Certificates of Deposit 6,696,000.00 6,135,850.79 6,696,000.00 1.29 1,653 1,188 1.181 Local Agency Investment Funds 38,877,328.22 38,877,328.22 38,877,328.22 7.47 1 1 2.831 Cash in Banks 62,928,704.74 62,928,704.74 62,928,704.74 12.09 1 1 2.831 Federal Agency Coupon Securities 402,175,000.00 375,262,963.50 402,129,730.25 77.25 1,526 304 1.329 Treasury Coupon Securities 5,000,000.00 4,838,100.00 4,990,000.00 0.96 837 456 1.839 Treasury Strips 5,000,000.00 4,926,350.00 4,925,500.00 0.95 116 115 4.759 520,547,263.21 100.00%
Investments
520,677,032.96 492,969,297.25 1,209 256 1.658
Cash
(not included in yield calculations)
Passbook/Checking 16,065,446.40 16,065,446.40 16,065,446.40 1 1 0.000 536,612,709.61 Total Cash and Investments 536,742,479.36 509,034,743.65 1,209 256 1.658 Current Year
March 31
696,036.64
Fiscal Year To Date
5,280,661.00
Average Daily Balance
Effective Rate of Return
540,195,132.51 531,410,699.17

1.52% 1.32%
Total Earnings Month Ending
This report contains all the required information in SB 866 and SB 564 and accurately reflects all pooled investments held during this reporting period on behalf of the City and the City of Santa Ana acting on behalf of the Community Redevelopment Agency. The information reported herein is in compliance with State law and the City's Investment Policy. Based on liquidity of investments, the City of Santa Ana is able to meet budgeted expenditure requirements for the next six months, barring any catastrophic natural disasters. Market pricings are obtained through the City's third party trust services at BNY Mellon Trust.
__________________________________________________ ____________________ Finance & Mgmt Services Agency,
Portfolio COSA
CP
Reporting period 03/01/2023-03/31/2023
Run Date: 04/24/2023 - 14:50 PM (PRF_PM1) 7.3.11
Report Ver. 7.3.11
EXHIBIT 1
City Council 10 – 4 5/16/2023
YTM/C
365

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Par Value Book Value
Maturity
Date
Stated
Market Value Rate
March 31, 2023
Portfolio Details - Investments
Average
Balance Issuer
Portfolio Management
City of Santa Ana
Days to
Maturity
YTM/C
CUSIP Investment # 360
Purchase
Date
Certificates of Deposit
06417NF73 14051 BANK OZK 11/12/2021 248,000.00 222,994.16 248,000.00 0.600 0.592 0.600 1,137 05/12/2026 02568KAJ4 14043 American Equity Bank 11/26/2021 248,000.00 223,429.72 248,000.00 0.700 0.690 0.700 1,152 05/27/2026 70962LAV4 14050 PENTAGON FCU 11/10/2021 248,000.00 223,513.47 248,000.00 1.000 0.986 1.000 1,319 11/10/2026 549104ZS9 14046 LUANA SAVINGS BK 11/05/2021 248,000.00 220,430.21 248,000.00 0.600 0.592 0.600 1,314 11/05/2026 87165FD76 14047 SYNCHRONY BANK 11/05/2021 248,000.00 224,612.83 248,000.00 1.100 1.085 1.100 1,314 11/05/2026 02589ABT8 14078 AMERICA EXPRESS NATL BK 03/16/2022 248,000.00 231,318.53 248,000.00 2.000 1.973 2.000 1,445 03/16/2027 15721UET2 14044 CFBANK 11/10/2021 248,000.00 223,972.22 248,000.00 0.850 0.838 0.850 1,196 07/10/2026 32022EAU0 14065 FIRST FEDERAL 12/29/2021 248,000.00 228,320.28 248,000.00 0.850 0.838 0.850 881 08/29/2025 88413QDE5 14056 THIRD FEDERAL S&L 11/24/2021 248,000.00 229,834.62 248,000.00 0.800 0.789 0.800 783 05/23/2025 07371AH22 14084 BEAL BANK PLANO TX 03/30/2022 248,000.00 233,535.92 248,000.00 2.250 2.219 2.250 1,453 03/24/2027 38149MR47 14064 GOLDMAN SACHS 12/22/2021 248,000.00 227,789.86 248,000.00 1.000 0.986 1.000 996 12/22/2025 856285YQ8 14057 ST BK INDIA NY 11/29/2021 248,000.00 224,621.11 248,000.00 1.150 1.134 1.150 1,339 11/30/2026 14042TEP8 14079 CAPITAL ONE BANK 03/16/2022 248,000.00 231,318.97 248,000.00 2.000 1.973 2.000 1,445 03/16/2027 59013KPN0 14049 MERRICK BANK 11/09/2021 248,000.00 224,376.26 248,000.00 1.100 1.085 1.100 1,318 11/09/2026 30781JAW0 14054 FARMERS & MERCHANTS 11/19/2021 248,000.00 222,081.00 248,000.00 0.850 0.838 0.850 1,328 11/19/2026 05580AH64 14061 BMW BANK OF NA 12/17/2021 248,000.00 232,619.76 248,000.00 0.950 0.937 0.950 626 12/17/2024 45776NEN2 14062 INSBANK 12/20/2021 248,000.00 224,616.70 248,000.00 0.900 0.888 0.900 1,175 06/19/2026 58404DMQ1 14063 MEDALLION BK UT 12/20/2021 248,000.00 225,132.59 248,000.00 1.250 1.233 1.250 1,360 12/21/2026 89235MMB4 14052 TOYOTA FINANCIAL 11/12/2021 248,000.00 224,495.73 248,000.00 1.100 1.085 1.100 1,321 11/12/2026 292079AR1 14045 EMPIRE ST BK NA 11/12/2021 248,000.00 224,472.59 248,000.00 0.900 0.888 0.900 1,199 07/13/2026 07371CT25 14085 BEAL BANK USA 03/30/2022 248,000.00 233,535.92 248,000.00 2.250 2.219 2.250 1,453 03/24/2027 73319FBJ7 14053 POPPY BANK 11/17/2021 248,000.00 221,692.14 248,000.00 0.800 0.789 0.800 1,326 11/17/2026 320337EZ7 14048 FIRST GENERAL BK 11/05/2021 248,000.00 229,960.38 248,000.00 0.500 0.493 0.500 676 02/05/2025 39573LCC0 14055 GREENSTATE CU 11/23/2021 248,000.00 227,362.11 248,000.00 0.900 0.888 0.900 968 11/24/2025 61768U3U9 14082 MORGAN STANLEY PVT BANK 03/31/2022 248,000.00 233,482.92 248,000.00 2.250 2.219 2.250 1,459 03/30/2027 61773TCX9 14083 MORGAN STANLEY PVT BANK 03/31/2022 248,000.00 233,482.92 248,000.00 2.250 2.219 2.250 1,459 03/30/2027 795451BA0 14060 SALLIE MAE BANK 12/15/2021 248,000.00 232,847.87 248,000.00 1.000 0.986 1.000 625 12/16/2024 Subtotal and Average 6,696,000.00 6,696,000.00 6,135,850.79 6,696,000.00 1.165 1.181 1,188 Local Agency Investment Funds
LAIFCITY LAIFCITY Local Agency Investment Fund 38,877,328.22 38,877,328.22 38,877,328.22 2.831 2.792 2.831 1 Subtotal and Average 38,877,328.22 38,877,328.22 38,877,328.22 38,877,328.22 2.792 2.831 1 Cash in Banks
LAIF ARPA LAIF ARPA Local Agency Investment Fund 62,928,704.74 62,928,704.74 62,928,704.74 2.831 2.792 2.831 1 Portfolio COSA
CP
Run Date: 04/24/2023 - 14:50 PM (PRF_PM2) 7.3.11
Report Ver. 7.3.11
City Council 10 – 5 5/16/2023
YTM/C
365

Page 2 ends

Par Value Book Value
Maturity
Date
Stated
Market Value Rate
March 31, 2023
Portfolio Details - Investments
Average
Balance Issuer
Portfolio Management
City of Santa Ana
Days to
Maturity
YTM/C
CUSIP Investment # 360
Purchase
Date
Subtotal and Average 96,379,320.81 62,928,704.74 62,928,704.74 62,928,704.74 2.792 2.831 1 Federal Agency Coupon Securities
3133EJ5W5 13868 Federal Farm Credit Bank 01/29/2019 925,000.00 914,381.00 924,195.25 2.650 2.634 2.670 205 10/23/2023 3133EKBW5 13876 Federal Farm Credit Bank 03/04/2019 3,000,000.00 2,943,360.00 2,998,740.00 2.610 2.583 2.619 332 02/27/2024 3133ECPM0 13884 Federal Farm Credit Bank 03/15/2019 2,000,000.00 1,993,880.00 1,975,960.00 2.125 2.396 2.430 44 05/15/2023 3133EKPG5 13897 Federal Farm Credit Bank 06/10/2019 1,500,000.00 1,482,465.00 1,512,465.00 2.125 1.894 1.920 157 09/05/2023 3133EK3M6 13934 Federal Farm Credit Bank 10/23/2019 5,000,000.00 4,913,900.00 5,003,650.00 1.625 1.584 1.606 205 10/23/2023 3133ELX33 13974 Federal Farm Credit Bank 07/22/2020 6,000,000.00 5,519,220.00 6,000,000.00 0.690 0.681 0.690 843 07/22/2025 3133EMBH4 13988 Federal Farm Credit Bank 09/29/2020 5,000,000.00 4,580,550.00 5,000,000.00 0.530 0.523 0.530 912 09/29/2025 3133EMFR8 13991 Federal Farm Credit Bank 11/03/2020 5,000,000.00 4,572,450.00 4,997,500.00 0.540 0.543 0.550 947 11/03/2025 3133EMSU7 14005 Federal Farm Credit Bank 03/09/2021 4,000,000.00 3,633,640.00 4,000,000.00 0.800 0.789 0.800 1,073 03/09/2026 3133EMUP5 14006 Federal Farm Credit Bank 04/01/2021 6,000,000.00 5,593,920.00 6,000,000.00 0.710 0.692 0.701 731 04/01/2025 3133EMWH1 14016 Federal Farm Credit Bank 04/21/2021 5,000,000.00 4,639,750.00 5,000,000.00 0.710 0.700 0.710 751 04/21/2025 3133EM2C5 14032 Federal Farm Credit Bank 08/10/2021 6,000,000.00 5,371,200.00 6,000,000.00 0.710 0.700 0.710 131 08/10/2026 3133ENPB0 14075 Federal Farm Credit Bank 02/16/2022 3,500,000.00 3,245,165.00 3,500,000.00 2.180 2.150 2.180 321 02/16/2027 3133ENUH1 14086 Federal Farm Credit Bank 04/12/2022 2,000,000.00 1,914,360.00 2,000,000.00 3.330 3.284 3.330 11 04/12/2027 3133ENVV9 14088 Federal Farm Credit Bank 05/03/2022 3,000,000.00 2,906,370.00 3,000,000.00 3.630 3.580 3.630 1,493 05/03/2027 3130AFW94 13873 Federal Home Loan Bank 02/27/2019 2,000,000.00 1,961,100.00 1,996,220.00 2.500 2.506 2.541 318 02/13/2024 3130AB3H7 13889 Federal Home Loan Bank 04/29/2019 3,000,000.00 2,939,100.00 2,999,250.00 2.375 2.348 2.380 342 03/08/2024 3130AKPQ3 13996 Federal Home Loan Bank 01/28/2021 4,000,000.00 3,625,200.00 4,000,000.00 0.580 0.572 0.580 27 01/28/2026 3130AKU53 13997 Federal Home Loan Bank 01/28/2021 5,000,000.00 4,523,650.00 5,000,000.00 0.520 0.513 0.520 27 01/28/2026 3130AKN69 13998 Federal Home Loan Bank 01/28/2021 6,000,000.00 5,425,320.00 6,000,000.00 0.500 0.493 0.500 302 01/28/2026 3130ALA53 13999 Federal Home Loan Bank 02/25/2021 5,000,000.00 4,487,900.00 5,000,000.00 0.600 0.592 0.600 54 02/25/2026 3130ALBM5 14001 Federal Home Loan Bank 02/24/2021 5,000,000.00 4,491,650.00 5,000,000.00 0.625 0.616 0.625 53 02/24/2026 3130ALB52 14002 Federal Home Loan Bank 02/25/2021 5,000,000.00 4,629,050.00 5,000,000.00 0.375 0.370 0.375 146 02/25/2025 3130ALDZ4 14003 Federal Home Loan Bank 03/10/2021 4,000,000.00 3,718,880.00 4,000,000.00 0.500 0.493 0.500 70 03/10/2025 3130ALKN3 14004 Federal Home Loan Bank 03/24/2021 4,000,000.00 3,763,600.00 4,000,000.00 0.500 0.493 0.500 84 09/24/2024 3130ALLP7 14007 Federal Home Loan Bank 03/29/2021 6,000,000.00 5,576,040.00 5,997,000.00 0.650 0.661 0.670 77 03/17/2025 3130ALW67 14008 Federal Home Loan Bank 04/22/2021 5,000,000.00 4,559,400.00 5,000,000.00 1.100 1.085 1.100 21 04/22/2026 3130AMYU0 14024 Federal Home Loan Bank 06/30/2021 6,000,000.00 5,440,560.00 6,000,000.00 1.050 1.036 1.050 90 06/30/2026 3130AMYC0 14025 Federal Home Loan Bank 06/30/2021 6,000,000.00 5,475,360.00 6,000,000.00 1.000 0.986 1.000 90 03/30/2026 3130AMSF0 14026 Federal Home Loan Bank 06/28/2021 6,000,000.00 5,689,980.00 6,000,000.00 0.400 0.395 0.400 88 06/28/2024 3130ANFU9 14027 Federal Home Loan Bank 07/29/2021 5,000,000.00 4,502,050.00 5,000,000.00 0.850 0.838 0.850 1,215 07/29/2026 3130ANFG0 14028 Federal Home Loan Bank 08/18/2021 5,000,000.00 4,532,350.00 5,000,000.00 0.875 0.863 0.875 47 05/18/2026 3130ANE30 14029 Federal Home Loan Bank 07/29/2021 5,000,000.00 4,534,950.00 5,000,000.00 0.500 0.493 0.500 28 07/29/2026 3130ANHV5 14033 Federal Home Loan Bank 08/19/2021 5,000,000.00 4,688,700.00 5,000,000.00 0.550 0.542 0.550 628 12/19/2024 3130ANPE4 14034 Federal Home Loan Bank 08/26/2021 6,000,000.00 5,535,540.00 6,000,000.00 0.700 0.690 0.700 147 08/26/2025 Portfolio COSA
CP
Run Date: 04/24/2023 - 14:50 PM (PRF_PM2) 7.3.11
City Council 10 – 6 5/16/2023
YTM/C
365

Page 3 ends

Par Value Book Value
Maturity
Date
Stated
Market Value Rate
March 31, 2023
Portfolio Details - Investments
Average
Balance Issuer
Portfolio Management
City of Santa Ana
Days to
Maturity
YTM/C
CUSIP Investment # 360
Purchase
Date
Federal Agency Coupon Securities
3130ANQ78 14035 Federal Home Loan Bank 08/27/2021 6,000,000.00 5,398,920.00 6,000,000.00 0.900 0.888 0.900 1,244 08/27/2026 3130AP3E3 14036 Federal Home Loan Bank 09/30/2021 5,000,000.00 4,459,450.00 5,000,000.00 0.820 0.809 0.820 1,278 09/30/2026 3130ANX62 14037 Federal Home Loan Bank 09/30/2021 5,000,000.00 4,627,400.00 5,000,000.00 0.650 0.641 0.650 90 06/30/2025 3130APB79 14038 Federal Home Loan Bank 09/30/2021 5,000,000.00 4,502,050.00 5,000,000.00 1.000 0.986 1.000 1,278 09/30/2026 3130AP3A1 14039 Federal Home Loan Bank 09/29/2021 5,000,000.00 4,504,600.00 4,998,750.00 0.850 0.851 0.863 89 06/29/2026 3130APB46 14040 Federal Home Loan Bank 10/13/2021 10,000,000.00 8,979,800.00 10,000,000.00 0.950 0.937 0.950 195 10/13/2026 3130APQC2 14041 Federal Home Loan Bank 11/23/2021 5,000,000.00 4,779,300.00 5,000,000.00 0.750 0.740 0.750 52 05/23/2024 3130APQB4 14042 Federal Home Loan Bank 11/23/2021 5,000,000.00 4,553,750.00 5,000,000.00 1.500 1.479 1.500 22 11/23/2026 3130APVC6 14058 Federal Home Loan Bank 12/14/2021 5,000,000.00 4,538,000.00 4,997,500.00 1.375 1.390 1.410 61 12/01/2026 3130AQAB9 14059 Federal Home Loan Bank 12/30/2021 3,750,000.00 3,427,987.50 3,750,000.00 1.625 1.603 1.625 90 12/30/2026 3130AQLQ4 14069 Federal Home Loan Bank 01/27/2022 5,000,000.00 4,580,700.00 5,000,000.00 1.650 1.628 1.651 26 01/27/2027 3130AQKM4 14070 Federal Home Loan Bank 01/28/2022 1,500,000.00 1,369,785.00 1,500,000.00 1.750 1.726 1.750 27 01/28/2027 3130AQNR0 14071 Federal Home Loan Bank 01/27/2022 3,000,000.00 2,739,840.00 3,000,000.00 1.750 1.726 1.750 26 01/27/2027 3130AQSA2 14072 Federal Home Loan Bank 02/10/2022 5,000,000.00 4,604,800.00 5,000,000.00 1.830 1.805 1.830 39 02/10/2027 3130AQW33 14073 Federal Home Loan Bank 02/24/2022 5,000,000.00 4,631,600.00 5,000,000.00 2.020 1.992 2.020 53 02/24/2027 3130AQYA5 14074 Federal Home Loan Bank 02/28/2022 1,500,000.00 1,400,115.00 1,500,000.00 2.250 2.219 2.250 53 02/24/2027 3130ARA35 14076 Federal Home Loan Bank 03/24/2022 3,000,000.00 2,868,870.00 3,000,000.00 2.000 1.973 2.000 84 03/24/2025 3130ARC82 14077 Federal Home Loan Bank 03/29/2022 3,000,000.00 2,771,190.00 3,000,000.00 2.100 2.071 2.100 1,458 03/29/2027 3130ARD65 14080 Federal Home Loan Bank 03/28/2022 2,000,000.00 1,966,060.00 2,000,000.00 1.625 1.548 1.570 180 09/28/2023 3130ARR60 14087 Federal Home Loan Bank 04/29/2022 2,000,000.00 1,947,460.00 2,000,000.00 3.100 3.058 3.100 28 04/29/2025 3130ASHV4 14089 Federal Home Loan Bank 06/28/2022 20,000,000.00 19,868,000.00 20,000,000.00 3.050 3.008 3.050 88 07/28/2023 3130ASLJ6 14090 Federal Home Loan Bank 06/29/2022 20,000,000.00 19,734,400.00 20,000,000.00 3.100 2.028 2.056 175 12/29/2023 3130AV5C2 14091 Federal Home Loan Bank 03/15/2023 12,000,000.00 12,008,400.00 12,000,000.00 5.150 5.079 5.150 75 09/15/2023 3130AVCN0 14092 Federal Home Loan Bank 03/13/2023 2,000,000.00 2,011,920.00 2,000,000.00 5.375 5.301 5.375 347 03/13/2024 3130AVDB5 14093 Federal Home Loan Bank 03/30/2023 2,000,000.00 2,024,740.00 2,000,000.00 6.000 5.918 6.000 362 03/28/2028 3134GVQX9 13962 Federal Home Loan Mortgage Co. 05/05/2020 5,000,000.00 4,648,450.00 4,995,000.00 0.700 0.711 0.720 765 05/05/2025 3134GVVX3 13964 Federal Home Loan Mortgage Co. 05/28/2020 5,000,000.00 4,645,050.00 4,998,750.00 0.750 0.748 0.758 57 05/28/2025 3134GVR26 13967 Federal Home Loan Mortgage Co. 06/25/2020 6,000,000.00 5,561,220.00 6,000,000.00 0.700 0.690 0.700 85 06/25/2025 3134GVT99 13968 Federal Home Loan Mortgage Co. 06/30/2020 6,000,000.00 5,559,900.00 6,000,000.00 0.650 0.641 0.650 821 06/30/2025 3134GV5R5 13979 Federal Home Loan Mortgage Co. 07/15/2020 6,000,000.00 5,695,440.00 6,000,000.00 0.570 0.562 0.570 14 07/15/2024 3134GWUE4 13987 Federal Home Loan Mortgage Co. 09/30/2020 5,000,000.00 4,546,950.00 5,000,000.00 0.500 0.493 0.500 90 09/30/2025 3134GW4Z6 13989 Federal Home Loan Mortgage Co. 10/27/2020 6,000,000.00 5,485,920.00 6,000,000.00 0.540 0.533 0.540 209 10/27/2025 3134GXJL9 13995 Federal Home Loan Mortgage Co. 12/30/2020 6,000,000.00 5,419,320.00 6,000,000.00 0.500 0.493 0.500 273 12/30/2025 3135G0X24 13940 Federal Nat'l Mtg. Assoc. 01/15/2020 5,000,000.00 4,777,500.00 4,990,750.00 1.625 1.641 1.664 647 01/07/2025 3135G0W66 13941 Federal Nat'l Mtg. Assoc. 01/15/2020 5,000,000.00 4,802,550.00 4,994,000.00 1.625 1.629 1.651 563 10/15/2024 3136G4WV1 13965 Federal Nat'l Mtg. Assoc. 06/16/2020 5,000,000.00 4,642,550.00 5,000,000.00 0.750 0.740 0.750 807 06/16/2025 Portfolio COSA
CP
Run Date: 04/24/2023 - 14:50 PM (PRF_PM2) 7.3.11
City Council 10 – 7 5/16/2023
YTM/C
365

Page 4 ends

Page 5 ends

Par Value Book Value
Stated
Market Value Rate
March 31, 2023
Portfolio Details - Cash
Average
Balance Issuer
Portfolio Management
City of Santa Ana
Days to
Maturity
YTM/C
CUSIP Investment # 360
Purchase
Date
Cash in Banks
PETTY CASH PETTY CASH CITY OF SANTA ANA 83,811.00 83,811.00 83,811.00 0.000 0.000 1 HOUSING 13943 JP MORGAN CHASE 3,990,949.53 3,990,949.53 3,990,949.53 0.000 0.000 1 WORKERS COMPENS 37983 JP MORGAN CHASE 1,488,113.80 1,488,113.80 1,488,113.80 0.000 0.000 1 GENERAL LIABILI 38130 JP MORGAN CHASE 977,709.69 977,709.69 977,709.69 0.000 0.000 1 PROPERTY MANAGE 8695 JP MORGAN CHASE 35,084.30 35,084.30 35,084.30 0.000 0.000 1 PROPERTY MGMT 2 PROP MGMT 2 JP MORGAN CHASE 1,492.50 1,492.50 1,492.50 0.000 0.000 1 HEALTHCARE SPEN 0112 JPMorgan Chase 302,735.95 302,735.95 302,735.95 0.000 0.000 1 COMMISSARY 7962 JPMorgan Chase 336,514.61 336,514.61 336,514.61 0.000 0.000 1 GENERAL ACCOUNT 9500 JPMorgan Chase 8,135,961.75 8,135,961.75 8,135,961.75 0.000 0.000 1 FSS FSS Santa Ana Federal Credit Union 713,073.27 713,073.27 713,073.27 0.000 0.000 1

0.00 540,195,132.51 536,742,479.36 1.636 1.659 256
Average Balance 1
Total Cash and Investments 509,034,743.65 536,612,709.61 Portfolio COSA
CP
Run Date: 04/24/2023 - 14:50 PM (PRF_PM2) 7.3.11
City Council 10 – 9 5/16/2023

Page 1 ends

Par Value Book Value Market Value
March 31, 2023
Portfolio Details - Investments
Issuer
Portfolio Management

CASH/SECURITIES HELD IN TRUST
CUSIP Investment #
Money Market Accounts
X9USDDTPC 80364 10,571.42 10,571.42 Dreyfus Treasury 10,571.42 X9USDDTPC 80365 5,155.81 5,155.81 Dreyfus Treasury 5,155.81 SYS80464 80366 128.72 128.72 Dreyfus Treasury 128.72
X9USDDEFU--- 80107 661.11 661.11 INSTL RES TRE AND AGNY CASH 661.11 X9USDDEFU- 80106 7.71 7.71 DREYFUS INS PRE TSY OBL HAMIL 7.71 9AMMF05B2 80405 2.56 2.56 US BANK MONEY MARKET 2.56
9AMMF05B2-- 80406 0.76 0.76 US BANK MONEY MARKET 0.76
9AMMF05B2- 80407 0.52 0.52 US BANK MONEY MARKET 0.52
SYS80418 80418 469,720.65 469,720.65 US BANK MONEY MARKET 469,720.65 SYS80419 80419 105,346.37 105,346.37 US BANK MONEY MARKET 105,346.37 SYS80421 80421 0.01 0.01 US BANK MONEY MARKET 0.01
31846V401 80430 6,669.11 6,669.11 US BANK MONEY MARKET 6,669.11 31846V401- 80432 11,406.98 11,406.98 US BANK MONEY MARKET 11,406.98 X9USDMOR3- 80243 111,308.41 111,308.41 MORGAN STANLEY GOVT INSTL 111,308.41 X9USDMOR3 80248 142.73 142.73 MORGAN STANLEY GOVT INSTL 142.73 X9USDMOR3 80465 28.34 28.34 MORGAN STANLEY GOVT INSTL 28.34 Subtotal and Average 721,151.21 721,151.21 721,151.21
Other
S86209710 80225 1.00 1.00 MBIA INSURANCE POLICY 1.00
98INP5PV2 80396 1.00 1.00 ASSURED GUARANTY MUNI CORP 1.00 SYS80420 80437 9,875,064.20 9,875,064.20 US Bank Mutual Funds 9,943,828.16 Subtotal and Average 9,875,066.20 9,943,830.16 9,875,066.20 Cash in Bank
SYS80414 80414 1,268,869.87 1,268,869.87 SIGNATURE BANK 1,268,869.87 SYS80415 80415 1,041,525.00 1,041,525.00 CONDEMNATION DEPOSIT FUND 1,041,525.00 Subtotal and Average 2,310,394.87 2,310,394.87 2,310,394.87 Total and Average 12,906,612.28 12,975,376.24 12,906,612.28 Portfolio TRST
AC
Run Date: 04/13/2023 - 11:36 PM (PRF_PM2) 7.3.11
Report Ver. 7.3.11
City Council 10 – 10 5/16/2023
Investments Amount
Certificates of Deposit 6,696,000
Bank of New York Mellon - Investment Custodian 412,045,230 Local Agency Investment Fund (L.A.I.F) 38,877,328
Local Agency Investment Fund (L.A.I.F) - ARPA 62,928,705 Total - Investments 520,547,263
Cash Held at City Financial Institution(s) and Cash on Hand Amount General Account 8,135,962
General Liability Account 977,710
Housing Account 3,990,950
Workers Compensation Account 1,488,114
Santa Ana Federal Credit Union - Family Self Sufficiency (FSS-Housing) 713,073 Commissary Account 336,515
Flexible Benefit Spending Account 302,736
Property Management Account 35,084
Property Management - Phase 2 Account 1,493
Petty Cash 83,811
Total - Cash Held at City Financial Institution(s) and Cash on Hand 16,065,446 ` Restricted Cash Amount
Signature Bank - Streetlight Project 1,268,870
US Bank - Pension Stability Funds (Section 115 Trust with PARS) 10,344,785 Bank of New York Mellon - Various 105,346
US Bank - Warner Industrial Community 146,082
State of California Condemnation Fund - Right of Way Deposits 1,041,525 US Bank - Gas Tax Bonds 4
Total - Restricted Cash 12,906,612 12,906,612
Total Cash Held City at Financial Institution(s), Cash on Hand and Restricted Cash 549,519,322 Cash by Fund(s) - Total (see below for listing) 549,519,322 Fund Fund description Amount
011 GENERAL FUND 121,666,386
012 CANNABIS PUBLIC BENEFIT 26,110,580
016 CASP CERTIFICATION & TRAINING 407,278
020 OTS-TRAFFIC OFFENDER PROGRAM 24,429
021 PRCSA CATV FUND 1,795,430
022 PRCSA FEE & DONATION 1,015,552
023 INMATE WELFARE FUND 1,976,107
024 PD ATHLETIC ACTIVITIES LEAGUE (95,144)
025 IDB & EZ VOUCHER MONITORING 195,888
026 ASSET FORFEITURE FUND 128,871
027 PARKING FUND 2,638,820
029 SPECIAL GAS TAX 25,538,489
030 PROP 1B BOND ACT OF 2006 154,775
031 AIR QUALITY IMPR. (AB 2766) 2,115,130
032 MEASURE M-STREET CONSTRUCTION (11,050,518)
033 NEW TRANSPO SYS IMPR AREA B 579,261
034 NEW TRANSPO SYS IMPR AREA E 1,565,910
035 NEW TRANSPO SYS IMPR AREA F 1,845,627
040 GENERAL FIXED ASSETS -
041 TRANSP SYS IMPR AREA A-2 704,447
042 TRANSPO SYS IMPR AREA B 9,646
048 TRANSPO SYS IMPR AREA C-2 215,439
049 TRANSPO SYS IMPR AREA G 99,299
051 CAPITAL OUTLAY FUND 3,994,295
053 CITY SERVICES 8,146,183
054 SANITARY SEWER CAPITAL 12,290,138
055 SEWER CONNECTION FEE 5,208,650
056 SANITARY SEWER SERVICE 8,550,297
057 FED CLEAN WATER PROTECTION ENT 4,024,354
058 RESIDENTIAL STREET IMPROVEMENT 5,850,610
059 SELECT STREET CONSTRUCTION 21,581,071
060 WATER REVENUE 24,792,087
066 ACQUISITION & CONSTRUCTION 3,180,258
067 REGIONAL TRANSP CENTER 493,570
068 SANITATION FUND 5,677,734
069 REFUSE COLLECTION SERVICE 7,655,968
070 EQUIPMENT REPLACEMENT FUND 8,134,834
071 CENTRAL SERVICES -
073 BUILDING MAINT FUND 1,961,733
074 CIVIC CENTER MAINTENANCE (1,083,513)
075 FLEET MAINTENANCE/STORES 432,646
076 STORES & PROPERTY CONTROL (758,991)
078 RETIREMENT SYSTEM (2,408,589)
080 LIABILITY AND PROPERTY INS FND 13,274,314
081 EMPLOYEE GROUP INSURANCE 826,411
082 WORKERS COMPENSATION FUND 18,073,896
083 PAYROLL REVOLVING 6,078,060
EXHIBIT 2
City Council 10 – 11 5/16/2023
085 CITY YARD OPERATION (476,744)
086 PUB WKS ENG/PROJ MGMT (979,213)
087 PT RETIREMENT FUND 9,671
088 QUALITY SERVICE TRAINING 52,776
089 CA SEISMIC HAZARD PROGRAM 39,240
090 ORANGE CO SANITATION DIST 2&3 578,684
093 BUSINESS IMPROVEMENT DISTRICT 41,025
094 INTEREST AGENCY -
095 POLICE COMMISSARY ACCOUNT 283,044
096 SA TOURISM MARKETING DISTRICT 359,981
097 POLICE SEIZED ASSETS 1,728,764
100 SECTION 457 FIDUCIARY ADMIN 72,837
101 PUB WKS-ADMIN & PLANNING 3,272,056
103 PMA RETIREE HEALTH INSURANCE 16,478
104 SEIU RETIREE HEALTH INSURANCE 16,414
106 MGMT RETIREE HEALTH INSURANCE 5,328
107 UC RETIREE HEALTH INSURANCE 1,912
109 INFO SYS STRATEGIC PLAN 12,597,109
110 STRONG MOTION INSTRUMENTATION 104,351
111 OPIOID REMEDIATION 1,176,073
120 FIRE FACILITIES FUND 3,382,900
121 SPECIAL REPAIR/DEMOLITION 695,821
122 EMERGENCY & HEALTH GRANTS 12,108,615
123 WORKFORCE INVESTMENT ACT (332,590)
124 ORANGE COUNTY SSA GRANTS (146,446)
125 OES UASI (3,111,930)
127 D.O.J. GRANT FUND 40,865
128 POLICE BLOCK GRANTS 2,048,983
130 HOME PROGRAM FEDERAL GRANT 2,073,346
131 MISC GRANTS 1,248
133 HOUSING AUTHORITY-ISSUER FEE 2,636,265
135 COMMUNITY DEV BLOCK GRANT (1,095,656)
136 HOUSING AUTHORITY-VOUCHER HAP 1,025,321
137 HOUSING AUTHORITY- MAINSTREAM -
138 HOUSING AUTHORITY-MS 5 (75,541)
139 HOUSING AUTHORITY-NEW CONSTR 305,004
140 HOUSING AUTHORITY-VOUCHER ADM 2,994,875
142 NSP FEDERAL GRANT 140,802
143 CALHOME MFGD HSG LOAN 712,247
144 PRISON TO EMPLOYMENT PROGRAM -
145 RENTAL REHABILITATION GRANT 48,629
147 FEDERAL AID SAFETY PROGRAM (427,346)
148 TRAFFIC SYSTEM MGMT GRANT (2,652,223)
149 WIC ASSESSMENT DIST ST IMPRV 33,052
152 PUBLIC LIBRARY GRANT FUND 4,672,712
153 LIBRARY GRANTS 42,388
154 LIBRARY SVCS & TECHNOLOGY ACT 1,375
155 OCJP GRANT -
157 HSG ADMIN CARES ACT COVID-19 428
158 PLANNING GRANTS PROGRAM 2,119,031
160 HSG HAP CARES ACT COVID-19 -
161 PRCSA CAPITAL GRANTS (2,515,376)
162 ENERGY CONSERVATION PROGRAM (59,446)
164 PUB WKS-WTR QUALITY & CONTROL (4,679,551)
165 OFFICE OF SAFETY GRANT 152,316
166 US DOJ ASSET FORFEITURE FUND 1,432,131
167 US TREASURY ASSET FORFEITURE 157,565
169 RECREATION GRANTS FUND 603,071
170 MS5 HAP CARES ACT COVID-19 -
172 NATL RECREATION TRAILS FND ACT 17,311
175 CARES ACT - CESF -
176 CARES ACT - State -
177 EMERGENCY RENTAL ASSISTANCE PG 3,559,332
178 COVID RELIEF FUND (1,314,546)
179 GENERAL FIXED ASSETS (71,934)
180 ARPA EHV ADMIN FEES 159,067
181 AMERICAN RESCUE PLAN ACT 102,992,160
182 HOME-ARP PROGRAM FEDERAL GRANT (57,499)
183 ARPA - CA FOR ALL YOUTH WDP (368,359)
201 LOCAL DRAINAGE AREA NO 1 134
202 LOCAL DRAINAGE AREA NO 2 1,443
203 LOCAL DRAINAGE AREA NO 3 762,360
204 LOCAL DRAINAGE AREA NO 4 1,066
205 LOCAL DRAINAGE AREA NO 5 606
206 LOCAL DRAINAGE AREA NO 6 889
207 LOCAL DRAINAGE AREA NO 7 196,057
209 LOCAL DRAINAGE AREA NO 9 740
210 LOCAL DRAINAGE AREA NO 10 17,336
211 LOCAL DRAINAGE AREA NO 11 225
212 LOCAL DRAINAGE AREA NO 12 13
213 LOCAL DRAINAGE AREA NO 13 2,724
221 LOCAL DRAINAGE AREA I 1,069,879
222 LOCAL DRAINAGE AREA II 276,853
223 LOCAL DRAINAGE AREA III 424,997
224 LOCAL DRAINAGE AREA IV 482,514
225 LOCAL DRAINAGE AREA V 283,743
City Council 10 – 12 5/16/2023
226 LOCAL DRAINAGE AREA VI 384,815
301 REC/COMM SVS 6,100
311 RESIDENTIAL DEVELOP DISTRICT 1 3,339,520
312 RESIDENTIAL DEVELOP DISTRICT 2 3,786,603
313 RESIDENTIAL DEVELOP DISTRICT 3 14,951,503
314 RESIDENTIAL DEVELOP DISTRICT 4 722,519
400 POLICE UUT LEASE REVENUE BONDS 3,217,456
403 SCAG GRANTS -
404 COSA 2014 LEASE FINANCING 3,124,614
406 2021 PENSION OBLIGATION BONDS 18,076
417 INCLUSIONARY HOUSING FEE 13,637,628
418 CDA - PEEBLER CAPITAL FUND 351,333
607 HOUSING AUTHORITY LMIHF 4,987,682
652 2003A SERIES TAX ALLOC BOND -
654 2011A SERIES TAX ALLOC BOND -
655 2018A SERIES TAX ALLOC BOND 11,781
658 2003B SERIES ALLOC BOND -
670 COSA RDA 577,835
671 COSA RDA OBLIGATION RETIREMENT 299,906
980 SAN JUANQUIN TRANS CORRIDOR 4,004
981 EASTERN FOOTHILL TRANS CORRIDO -
991 TRAN SYS IMP AUT C-2 TUSTIN 2,623,265
992 TRAN SYS IMP AUT AREA D-TUSTIN 11,089,796
993 WIC ASSESSMENT DISTRICT 382,342
998 TREASURERS AGENCY COLLECTIONS -
999 Lawson Clearing 39,671
Reconciling Item(s) - Outstanding Checks * 2,827,021
Reconciling Item(s) - Bank Direct Deposits* 728,863
Reconciling Item(s) - Deposits in Transit* (1,062,218.77) Reconciling Item(s) - Withdrawals in Transit* -
Reconciling Item(s) - Various* 181,713
City Council 10 – 13 5/16/2023
Finance and Management Services
www.santa-ana.org/finance
Item # 11
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Fiscal Year 2022-2023: Third Quarter Budget Update

AGENDA TITLE
Fiscal Year 2022-2023: Third Quarter Budget Update and Appropriation Requests

RECOMMENDED ACTION

1. Receive and file the fiscal year 2022-2023: Third Quarter Budget Update.

2. Approve the recommended appropriation adjustments with a net General Fund impact of $1,784,000 ($1,500,000 for Business Interruption Grant, $3,900,000 for Main Library Transformation and Newhope Library Tenant Improvement, and reduction of $3,616,000 transfer from General Fund to the Cannabis Public Benefit Fund) described in detail below for the fiscal year 2022-23 (requires five affirmative votes).

EXECUTIVE SUMMARY
The Third Quarter Budget Update provides a General Fund snapshot of the first nine months of the fiscal year. For the third quarter, we have nothing notable to report for restricted funds of the City. This report includes recommendations for one-time General Fund appropriation adjustments, updates to General Fund revenue estimates, a summary of General Fund revenues and expenditures, and a full-time staff vacancy report as of March 31, 2023.

A summary of the General Fund is detailed below:

City Council 11 – 1 5/16/2023
Receive and file the FY 2022-2023 – Third Quarter Budget Update May 16, 2023

Page 2 ends

DISCUSSION
The Third Quarter Budget Update includes General Fund activity posted from July 2022 through March 2023 and the vacancy report for funded staff positions as of March 31, 2023. Recommended appropriation adjustments to General Fund expenditures follow.

Business Interruption Fund Program
Staff requests a one-time General Fund appropriation for the Santa Ana Business Interruption Fund program of $1.5 million to provide financial relief to businesses impacted by the OC Streetcar construction. The City expects to backfill this funding request with offsets from a State Grant for the Civic Center Modernization, but we understand assistance is needed now. To date, the City and the County have jointly provided $4.2 million ($3 million City and $1.2 million County) of assistance to eligible businesses. With the proposed appropriation of $1.5 million, the total assistance to downtown businesses will be $5.7 million.

Library Capital Projects
The Library has two major site renovations in process: the Main Library Transformation with a total estimated cost of $34.8 million and the New Hope Library Tenant Improvements with a total estimated cost of $5.1 million.

The Library has accumulated various funding amounts for these projects over the last few years, as follows:

Date Project Funding Source Amount
3/3/2020 Main Library Community Development Block
Grant (windows) $700,000
6/1/2021 Main Library ARPA (1st Tranche) $7,000,000
8/2/2022 Main Library ARPA (2nd Tranche) $9,500,000
1/26/23 & 5/24/23 Main Library ARPA (Reallocation) $5,085,975 FY 22-23 Budget
Updated w/
Mid-Year on 4/4/23 &
Additions on 4/18/23
Proposed Third
Quarter
Adjustments
Updated Estimate
Beginning Balance at July 1, 2022,
adjusted for non-cash activities
$121,401,064 $0 $121,401,064
Revenue Estimate $399,302,940 $5,893,180 $405,196,120
Appropriated Spending ($411,459,384) (5,400,000) ($416,859,384) Pension Trust Set-Aside ($7,748,811) $0 ($7,748,811)
Estimated Ending Balance at
June 30, 2023
$101,495,809 $493,180 $101,988,989
Less 18% Reserve* 71,874,529 412,769 72,287,298
Estimated Spendable Balance 29,621,280 80,411 $29,701,691 *Excludes One-Time Revenues
City Council 11 – 2 5/16/2023
Receive and file the FY 2022-2023 – Third Quarter Budget Update May 16, 2023

Page 3 ends

12/20/2022 Main Library CA State Library Grant –
Building Forward Grant $9,329,973
5/2/2023 Main Library Community Development Block
Grant (parking lot) $300,237
6/15/2021 Newhope Library Cannabis Public Benefit Fund $1,267,280 6/21/2022 Newhope Library Cannabis Public Benefit $1,082,501 5/3/2022 Newhope Library Community Development Block
Grant (windows & roof) $531,250
3/21/2023 Newhope Library Cannabis Public Benefit $1,150,000 Based on the original cost estimates, an additional $2.9 million is needed for the Main Library and $1 million for Newhope. Therefore, staff recommends a General Fund appropriation to complete the funding requirements based upon the original project estimates.

General Fund Revenues
Through March 31, the City received approximately $254 million in General Fund revenues, which is 63.6 percent of the annual estimate. This is in line with expectations, especially considering the City will continue to accrue FY22-23 through August 2023.

Business License Tax: During the Mid-Year Budget Update on March 21, the City did not have enough data to analyze the impact of the voter-approved Measure W. Now that we have reviewed the current data, we believe that the original revenue estimate of $15 million will be met.

Property Tax + In-Lieu of VLF + Residual 94,235,000 56,036,512 59.5% Sales Tax (Measure X) 88,102,000 50,901,073 57.8%
Sales Tax (Bradley-Burns) 64,550,000 36,575,910 56.7%
Utility User's Tax 27,400,000 19,652,501 71.7%
Cannabis Tax 22,200,000 12,087,154 54.4%
Business License 15,000,000 11,296,372 75.3%
Other Taxes 12,491,100 9,684,130 77.5%
Charges for Service, Licenses & Permits 23,319,580 21,256,747 91.2% Jail Facility Revenue 16,521,360 9,891,962 59.9%
Franchise Fees 10,960,100 5,902,566 53.9%
All Other 24,523,800 20,798,835 84.8%
Total General Fund Revenues 399,302,940 254,083,764 63.6% Revenue Source % Received
FY 22-23
Estimate
Updated w/
Mid-Year
Received as of
03/ 31/ 2023
City Council 11 – 3 5/16/2023
Receive and file the FY 2022-2023 – Third Quarter Budget Update May 16, 2023

Page 4 ends

Hotel Visitor Tax (HVT): While staff was preparing the budget for FY 22-23, we saw a return to normal levels of HVT. That has continued to be the case for the first 3 quarters of the current fiscal year. Staff originally estimated the revenue at $8.5 million. However, we expect to receive approximately $9.5 million, which aligns with actual pre-pandemic receipts.

Fiscal Year Actual
2019 $9,414,661
2018 $9,245,942
2017 $9,767,741
Cannabis Tax: Staff originally estimated a total Cannabis tax revenue of $22.2 million.

However, in response to requests from the Cannabis industry, the City Council took action to decrease Cannabis tax rates effective January 1, 2023. With limited data available, our best estimate of revenue follows:

July through December 6 months actuals $9,592,952
January through February 2 months actuals $2,494,202
March through June 4 months expected $4,421,316
Total Revenue Expected $16,508,470
Therefore, we expect a revenue shortfall of $5.7 million ($22.2 million budget, less $16.5 million expected). The expected revenue shortfall includes $5.4 million subject to the two-thirds transfer to the Cannabis Public Benefit Fund, as medical-related tax revenue is exempt from the transfer. Therefore, the net General Fund impact is a $2.1 million loss, and the Cannabis Public Benefit Fund revenue loss is $3.6 million. The Cannabis Public Benefit Fund has an accumulated fund balance which can absorb the current year loss; however, the FY23-24 budget will need to be rebalanced.

Property Tax in lieu of VLF: The City has received confirmation that the actual revenue will exceed the budget by $437,627.

Franchise Fees: The City has received the actual annual franchise fee payments for gas and electricity utilities, as well as the final payment related to commercial refuse from the prior year. This actual revenue exceeds the budget by $1,331,077.

Investment Earnings: With the Midyear report, staff adjusted the revenue estimate for investment earnings by $2.2 million based on actual amounts received to date. With additional information available, staff expects investment earnings to exceed the adjusted budget by another $1.1 million.

Parking Fines: For the first 10 months of the year, the City has received more than $5 million of parking fine revenue. Staff expects to receive another $1 million of revenue for City Council 11 – 4 5/16/2023
Receive and file the FY 2022-2023 – Third Quarter Budget Update May 16, 2023

Page 5 ends

the final 2 months. Therefore, the revenue estimate will increase from the original budget of $4.9 million to $6 million.

Ambulance Service Charges: On January 1, 2023, the City began receiving a higher reimbursement rate for state and federal-funded ambulance transports. This is due to a new federal program, partially funded by up-front contributions from cities providing ambulance service. Even though Santa Ana has not paid an up-front contribution, we are still benefitting from the program. We expect to return to the City Council in the future with recommendations for ambulance service, which may include a recommendation to pay the contribution. In the meantime, staff expects the actual revenue will exceed the budget by $0.5 million.

Planning & Building Revenue: As noted in the Midyear budget report, permit counter activity has exceeded expectations. With only six months of data, staff conservatively increased the revenue estimate by $2 million for Building Plan Check. With additional information, staff will increase the revenue estimate by another $2.5 million.

General Fund Summary
Hotel Visitor Tax $1,000,000
Net Impact of Cannabis Tax Decrease
(revenue shortfall of $5.7 million, less the
reduced transfer to the Cannabis Public
Benefit Fund of $3.6 million)
$(2,075,528)
Property Tax in lieu of VLF $437,627
Franchise Fees $1,331,077
Investment Earnings $1,100,000
Parking Fines $1,100,000
Ambulance Service Charges $500,000
Planning & Building Permit Counter Revenue $2,500,000
Expected Net Favorable Variance $5,893,176
General Fund Expenditures
As of March 31, 2023, General Fund expenditures are at 62.9 percent of the budget.

Each department is within the expected range of spending for the third quarter. It should be noted that the City pays a one-month advance for contracted fire services and the museum includes one-time capital reimbursements.

City Council 11 – 5 5/16/2023
Receive and file the FY 2022-2023 – Third Quarter Budget Update May 16, 2023

Page 6 ends

Full-Time Employee Position Vacancy Report
The staff vacancy report as of March 31, 2023 reflects all staffing changes authorized to date, including the Mid-Year Budget Report workforce changes approved on March 21, 2023.

As of March 31, there is a total of 196 total vacancies, of which 188 are funded vacant positions and 8 are subject to the hiring freeze. Positions subject to the hiring freeze provided $762,410 in savings in the current year’s budget.

FY 22-23
Budget
Updated w/
Mid-Year
1 City Manager's Office 3,229,040 1,941,550 60.1%
City Council 1,129,860 513,335 45.4%
Clerk of the Council 1,935,720 1,144,235 59.1%
City Attorney's Office 3,609,860 2,005,211 55.5%
Human Resources 3,884,170 2,661,481 68.5%
Finance & Management Services 13,138,413 8,282,547 63.0% Library 7,651,873 4,467,293 58.4%
City-Owned Museum Building
2 2,567,320 2,185,558 85.1%
Parks, Rec & Community Services 16,575,621 9,091,124 54.8% Police Department 145,063,990 101,609,258 70.0%
Fire & Emergency Medical Services
3 55,006,950 42,430,913 77.1%
Planning & Building 20,070,704 10,911,458 54.4%
Public Works 66,827,421 24,512,978 36.7%
Community Development 9,420,090 4,155,706 44.1%
General Non-Departmental 48,170,160 33,711,355 70.0%
Transfers to Projects and Debt Service 35,890,490 23,585,052 65.7% TOTAL GENERAL FUND $ 434,171,682 $ 273,209,056 62.9%
1 Includes prior year carryovers approved on September 20, 2022 2 Includes one-time capital reimbursements
3 Includes one-month advanced payment
Department
Spending as of
03/ 31/ 2023 % Expended
City Council 11 – 6 5/16/2023
Receive and file the FY 2022-2023 – Third Quarter Budget Update May 16, 2023

Page 7 ends

FISCAL IMPACT
The summary of General Fund fiscal impact appears at the beginning of this report and staff has listed the recommended appropriations adjustments below.

Fiscal
Year
Accounting Unit -
Account #
Fund
Description
Accounting Unit, Account
Description Amount
FY 22-23 01118810-69152 General
Fund
Economic Development,
Loans & Grants $1,500,000
FY 22-23 01111017-66200 General
Fund
Library – Service
Enhancement, Buildings &
Building Improvements
$3,900,000
Total Expenditure
Adjustments $5,400,000
Reduction in transfer to be netted against Cannabis tax revenue decrease:

FY 22-23 01106019-68000-012 General
Fund
Inter-Fund Transfers
Service Enhancement –
Transfer to Fund 012
$(3,616,000)

EXHIBIT(S)

1. Line Item Changes to Revenue Estimates and Recommended Adjustments

2. Vacancy Report as of March 31, 2023
Submitted By: Kathryn Downs, FMSA Executive Director
Approved By: Kristine Ridge, City Manager
City Council 11 – 7 5/16/2023
Line Item Changes to Revenue Estimates and Recommended Appropriation Adjustments EXHIBIT 1
Description Account Revenue Spending
Hotel Visitor's Tax 01102002‐50030 1,000,000 $
Cannabis Medical 01102002‐50046 $               (267,530) Cannabis Cultivation 01102002‐50100 $               (125,380) Cannabis Distribution 01102002‐50101 $               (289,130) Cannabis Manufacturing 01102002‐50102 $                374,850 Cannabis Testing 01102002‐50103 $                 (16,570) Cannabis Adult Use 01102002‐50104 (5,367,790) $
Property Tax‐In Lieu VLF 01102002‐50016 $                437,630 Franchise Fee Gas 01102002‐50050 $                261,060 Franchise Fee Electricity 01102002‐50051 $                475,770 Franchise Fee Refuse Commericial 01102002‐50057 $                594,260 Investment Earnings 01102002‐58000 1,100,000 $
Parking Fines 01114002‐55000 1,100,000 $
Paramedic Service Charges 01115002‐53510 $                500,000 Building Permits 01116002‐51601 $                634,050 Plumbing Permits 01116002‐51602 $                150,810 Electrical Permits 01116002‐51603 $                469,270 Heating Permits 01116002‐51604 $                356,630 Occupancy Permits 01116002‐51605 $               (193,550) Grading Permits 01116002‐51606 $                 (59,110) Building Plan Check 01116002‐53600 $                200,000 Electrical Plan Check 01116002‐53601 $                224,190 Plumbing Plan Check 01116002‐53602 $ 76,330
Mechanical Plan Check 01116002‐53603 $                203,260 Discretionary Application Fee 01116002‐53606 $ 78,170
Site Plan Review Charge 01116002‐53616 $                354,490 Business Interruption Grant assistance to eligible Downtown businesses impacted by the OC Streetcar Project 01118810‐69152 $              1,500,000 Main Library Transformation and Newhope Library Tenant Improvement Project 01111017‐66200 $              3,900,000
Transfer to Fund 012 (Cannabis Public Benefit Fund) 01106019‐68000‐012 $            (3,616,000) General Fund Totals $            2,271,710 $              1,784,000 Transfer From Fund 011 (General Fund) 01102002‐59000‐011 $           (3,616,000) City Council 11 – 8 5/16/2023
As of March 31, 2023
Department
FY 22-23
Funded
Positons
GF
Vacancies
Non-GF
Vacancies
Total
Vacancies
Hiring
Freeze
Vacancies
Total
Funded
Vacancies
Vacancy
Rate
City Manager's Office 16 1 2 3 0 3 19%
City Attorney's Office 17 3 0 3 0 3 18%
Clerk of the Council 7 3 0 3 0 3 43%
Community Development 62 0 3 3 0 3 5%
Finance & Management Services 68 6 1 7 0 7 10%
Information Technology 23 0 9 9 0 9 39%
Human Resources 31 4 1 5 0 5 16%
Planning & Building 99 10 5 15 0 15 15%
Police Department 640 68 1 69 6 63 11%
Parks, Recreation, & Community Services 60 10 4 14 0 14 23% Library 37 2 0 2 0 2 5%
Public Works Agency 310 14 49 63 2 61 20%
Total 1370 121 75 196 8 188 14%
EXHIBIT 2
City Council 11 – 9 5/16/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 12
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Certification of Final Tract Map 2022-1, County Tract Map No. 19142

AGENDA TITLE
Receive and File the Certification of Approval by City Engineer of the Final Tract Map 2022-1, County Tract Map No. 19142 (830 South Harbor Blvd.) (Applicant: City Ventures and MAS Investments LP)

RECOMMENDED ACTION
Receive and file the certification of approval by City Engineer of the Final Tract Map 2022-1.

DISCUSSION
In California, regulation and control of the division of real property is vested in the legislative bodies of local agencies by the Subdivision Map Act. In the City of Santa Ana, the regulations and processes are provided in Chapter 34 of the Santa Ana Municipal Code (SAMC), which pursuant to Section 34-126, includes the approval of tentative tract maps by the Zoning Administrator.

Following the approval of a tentative map by the approving body, the property subdivider prepares and submits a final map(s) to the City Engineer for approval. If each final map is in the correct form, prescribed by the Subdivision Map Act and Chapter 34 of the SAMC, and all conditions set forth in the tentative map are met, the final map shall be approved by the City Engineer.

On April 25, 2022, the Zoning Administrator approved Tentative Tract Map 2022-1 (Orange County Map No. 19142), to facilitate the proposed subdivision of land to permit the construction of 23, three-story attached townhome development. The approved tentative tract map (Exhibit 1) allows subdivision of the project site.

The City Engineer is in the process of reviewing the final tract map (Exhibit 2) for technical accuracy and final approval. This action informs the City Council of the imminent approval of the referenced subdivision based upon the Subdivision Map Act and meeting all the conditions of approval set by the City. Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of May 16, 2023.

City Council 12 – 1 5/16/2023
Certification of Final Tract Map 2022-1
May 16, 2023

Page 2 ends

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Tentative Tract Map

2. Final Tract Map
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 12 – 2 5/16/2023
DWG: P:\C\CVEN-148\dwg\Sheets\TTM\TTM-P0-01_TS.dwg BY: spfeifer Jan 26, 2022 - 12:26:39pm PROJ:

PUBLIC WORKS AGENCY
CVEN-148

REVISIONS
0 SCALE: 1" = 20'
10 20 40
1 1
1 City Council 12 – 3 5/16/2023
City Council 12 – 4 5/16/2023
City Council 12 – 5 5/16/2023
City Council 12 – 6 5/16/2023
Police Department
www.santa-ana.org/police
Item # 13
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Body Armor Protective Vests for the Santa Ana Police Department

AGENDA TITLE
Award a Purchase Order to Galls, LLC for Body Armor Protective Vests for the Santa Ana Police Department in the Amount of $135,474 (Specification No. 23-086) (NonGeneral Fund)

RECOMMENDED ACTION
Authorize a one-time award and payment to Galls, LLC for the procurement of 35 body armor protective vests in the amount of $135,474, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Santa Ana Police Department strives to provide effective police services with integrity, respect, and compassion while fostering strong partnerships with the community it serves. The Police Department provides its personnel with the necessary equipment to protect officers and community members while responding to calls for service. This equipment includes protective vests that protect officers in high-risk situations. This purchase will replace thirty-five tactical protective vests that have reached the end of their useful life. These vests are worn by Santa Ana SWAT officers, and provide neck, upper arm, groin, and throat protection to better protect officers in the line of duty. It is industry standard for all ballistic vest manufacturers to warranty their products for five years, and recommend replacement after the warranty expires; therefore, replacement vests will not be required for another five years. The purchase of thirty-five tactical protective vests is above the City Manager’s signing authority limit; and therefore, requires City Council approval.

Santa Ana Ordinance No. NS-2312 authorizes the City to purchase against contracts awarded by any public agency employing a competitive bid process. Sourcewell, a cooperative government purchasing agency, awarded a contract to Galls, LLC (Contract No. 011221-GAL) for procurement of body armor, as a result of open, competitive bidding on behalf of its members, which includes government agencies. Galls, LLC is the authorized dealer of Point Blank Enterprises and is extending the contract to the City Council 13 – 1 5/16/2023
Body Armor Protective Vests for the Santa Ana Police Department May 16, 2023

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City.

Staff researched available procurement options, and determined that Galls, LLC meets the City’s specifications and can provide the standard tactical protective vests utilized by the Police Department. By leveraging the procurement power through cooperative purchasing, the City of Santa Ana is able to obtain nationally vetted, high quality products at competitive volume pricing, and is in accordance with the City’s existing purchasing guidelines.

FISCAL IMPACT
The FY 2022-23 funding is available in the Police Department’s Supplemental Law Enforcement Services Account (SLESA) for this purchase as follows:

Fiscal
Year
Accounting Unit
– Account No. Fund Description
Accounting Unit
– Account No.

Description
Amount
FY 22-23 12814407-63001
Supplemental Law
Enforcement
Services Fund
SLESA, Misc.

Operating
Expenses
$135,474

EXHIBIT(S)

1. Sourcewell Contract No. 011221-GAL
Submitted By: David Valentin, Police Chief
Approved By: Kristine Ridge, City Manager
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Solicitation Number: 011221

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Galls, LLC, 1340 Russell Cave Rd., Lexington, KY 40505 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell issued a public solicitation for Body Armor with Related Accessories, Equipment, and Services from which Vendor was awarded a contract.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires February 19, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

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All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable

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time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing

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restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at governmentowned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

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Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

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B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:
x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor’s name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above “Attn: Accounts Receivable” or remitted electronically to Sourcewell’s banking institution per Sourcewell’s Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

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Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their

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respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.

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a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

5. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

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15. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

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x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

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4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf.

Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other

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insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all

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references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of

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not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any

City Council 13 – 17 5/16/2023
011221-GAL
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person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

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Rev. 10/2020 17

22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Galls, LLC
By: __________________________ By: __________________________ Jeremy Schwartz David Scheve
Title: Director of Operations &
Procurement/CPO
Title: CFO
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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City Council 13 – 24 5/16/2023
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City Council 13 – 25 5/16/2023
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Bid Number: RFP 011221 Vendor Name: Galls, LLC

City Council 13 – 26 5/16/2023
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Bid Number: RFP 011221 Vendor Name: Galls, LLC

City Council 13 – 27 5/16/2023
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Bid Number: RFP 011221 Vendor Name: Galls, LLC

City Council 13 – 28 5/16/2023
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City Council 13 – 30 5/16/2023
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City Council 13 – 31 5/16/2023
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Bid Number: RFP 011221 Vendor Name: Galls, LLC

City Council 13 – 36 5/16/2023
Information Technology
www.santa-ana.org/information-technology
Item # 14
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Blanket Order Contract for Endpoint Protection Software Subscription

AGENDA TITLE
Award a Blanket Order Contract to BorderLAN, Inc. for Computer Endpoint Protection Software, in an amount not to exceed $200,000 (Specification No. 22-060) (NonGeneral Fund)

RECOMMENDED ACTION
Award Blanket Order Contract to BorderLAN, Inc. for Endpoint Protection Software Subscription Services for a three-year period expiring May 31, 2026, in an amount not to exceed $200,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The Information Technology (IT) Department provides support to both City Hall and the Santa Ana Police Department (SAPD) data centers, which together house the largest concentration of computer systems used to support City operations. As innovation and new technology evolve, so does the need to safeguard and ensure the safety of City’s digital assets. With 24/7 protection against the risk of data loss, malware infection, and other cybersecurity threats, End Point Detection and Response (EDR) is an integrated endpoint security solution that continuously monitors computer devices to detect and respond to cyber threats like ransomware and malware. It employs a high degree of automation to remove or contain cyber threats and notify security personnel. It provides forensic and analysis tools to research identified threats and search for suspicious activities. In addition, the City’s Cybersecurity Insurance provider has required that the City implement EDR protection to maintain our Cybersecurity insurance. The City of Santa Ana requests utilization of Cooperative Agreement No. 210101 available through The Interlocal Purchasing System (TIPS).

The City of Santa Ana City Ordinance No. NS- 2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The Interlocal Purchasing System (TIPS), a government cooperative purchasing program authorized by the Region 8 Education Service Center, awarded a national cooperative City Council 14 – 1 5/16/2023
Blanket Order Contract for Endpoint Protection Software Subscription May 16, 2023

Page 2 ends

contract for technology solutions, products, and services to BorderLAN, Inc. on June 1, 2021. The existing TIPS contract was awarded as a result of an open, competitive Request for Proposals solicitation. The subsequently awarded Contract No. 210101 is made available by TIPS to all nationwide governmental and public agencies. By leveraging the procurement power through cooperative purchasing, the City of Santa Ana is able to obtain nationally vetted, high quality products at competitive volume pricing, and is in accordance with the City’s existing Purchasing Guidelines.

The quote received by the City from BorderLAN of $177,926 is based on the current quantity of subscriptions needed for the City’s current devices. However, since the number of devices can change on an annual basis, a contingency of $22,074 has been added to allow for potential growth during the three-year period.

FISCAL IMPACT
Funds in the amount of $59,309 are budgeted and available in the current fiscal year Computer Software Subscriptions, account 66511, and the proposed budgets for future years will include the allocations for this contract, for a total aggregate amount not-toexceed $200,000 over the life of the purchase order. Estimated amounts expended per fiscal year is shown in the table below.

Fiscal
Year
Accounting
Unit - Account
No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
2022-23 10920147-66511 Information
Technology
Network, Data Center,
and Telecommuncations
– Computer Software
Subscriptions
$59,309
2023-24 10920140-66511 Information
Technology
Network, Data Center,
and Telecommuncations
– Computer Software
Subscriptions
$67,000
2024-25 10920140-66511 Information
Technology
Network, Data Center,
and Telecommuncations
– Computer Software
Subscriptions
$73,691
Total: $200,000
Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Kristine Ridge, City Manager
City Council 14 – 2 5/16/2023
Information Technology
www.santa-ana.org/information-technology
Item # 15
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Approve and Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services, and Software Licenses

AGENDA TITLE
Approve and Amend an Agreement with Infor (US) LLC For Lawson Financial System Maintenance, Services, and Software Licenses in an Amount not to Exceed $1,216,709.87 (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to amend an agreement with Infor (US) LLC for Lawson financial system maintenance, services, and software licenses in an amount not to exceed $1,216,709.87 over a two-year period beginning June 1, 2023 through June 30, 2025, with a one-year optional renewal, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
The City uses the Infor Lawson financial system to process, account for, maintain, track, and report on the City’s financial information and transactions. This includes functions for general ledger, accounts payable, billing, accounts receivable, cash management, procurement, inventory, asset management, grant management, projects and activities, budgeting, business intelligence, and reporting. The system is used to produce the Annual Comprehensive Financial Report (ACFR) required by California state law and the City Charter.

After a competitive procurement process, on March 3, 2008 the City Council approved an agreement with Lawson Software Americas, Inc. to purchase the Lawson financial system (Agreement A-2008-037). The system went live in September 2009 and replaced a legacy mainframe system that was over 20 years old. Lawson Software Americas, Inc. was acquired by Infor (US) LLC in 2011. Staff recommends approving an Addendum, Services Work Order, and Order Form for annual maintenance, professional services, and additional licenses, respectively. Annual maintenance entitles the City to receive software updates and technical support services, which are required to ensure system availability, proper operation, and legislative compliance. The Services Work Order provides the City with professional services required to maintain, optimize, and improve the system, as well as educate staff to maximize system and City Council 15 – 1 5/16/2023
Approve and Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services and Software Licenses
May 16, 2023

Page 2 ends

process efficiency. The Order Form provides the City with additional licenses to meet the growing need by the City agencies to use the system. To accommodate everyone, staff needs to purchase a total of 64 additional licenses.

FISCAL IMPACT
Funding is available in the FY 2022-23 Information Technology, Enterprise Systems accounting unit 10920141, Software Maintenance & Support account 62306 and Software License & Subscriptions account 62305 in the amount of $395.057.32 and future fiscal year funding will be included in the proposed budgets for City Council consideration. The following is an estimate of the account distribution by fiscal year, but the actual amounts may vary within a fiscal year based on the timing of delivery of services. Estimated amounts expended per fiscal year are shown in the table below.

Fiscal
Year
Accounting Unit
- Account No.

Fund
Description
Accounting Unit –
Account No.

Description
Amount
2022-
23 10920141-62306 Information
Technology
Enterprise Systems–
Software Maintenance
& Support
$278,653.07
2022-
23 10920141-62305 Information
Technology
Enterprise Systems –
Software Licenses &
Subscriptions
$116,404.25
2023-
24 10920141-62306 Information
Technology
Enterprise Systems –
Software Maintenance
& Support
$316,265.54
2023-
24 10920141-62300 Information
Technology
Enterprise Systems –
Contract Services
Professional
$53,690.00
2024-
25 10920141-62306 Information
Technology
Enterprise Systems –
Software Maintenance
& Support
$334,450.81
2024-
25 10920141-62300 Information
Technology
Enterprise Systems –
Contract Services
Professional
$56,915.40
2025-
26 10920141-62300 Information
Technology
Enterprise Systems –
Contract Services
Professional
$60,330.80
Total $1,216,709.87
City Council 15 – 2 5/16/2023
Approve and Amend Agreement with Infor (US) LLC for Financial System Maintenance, Services and Software Licenses
May 16, 2023

Page 3 ends

EXHIBIT(S)

1. Infor Addendum Multiyear Support Commitment

2. Infor Services Work Order

3. Infor Order Form
Submitted By: Jack Ciulla, Chief Technology Innovations Officer Approved By: Kristine Ridge, City Manager
City Council 15 – 3 5/16/2023
April/2023 AMENDMENT Confidential

ADDENDUM

MULTIYEAR SUPPORT COMMITMENT
As it relates to the Component Systems specified herein, this Addendum is subject to the terms of the Software License Agreement between Infor (US) LLC ("Infor") and City of Santa Ana. ("Licensee”) with an effective date of March 3, 2008 (the "License Agreement). As it relates to Support for the Component Systems, this Addendum is subject to the applicable terms of the License Agreement (to the extent it concerns Support) or, if Support is subject to a separate Support Agreement related to the License Agreement, the terms of such Support Agreement (the "Support Agreement). The License Agreement and related Support Agreement (if any) are referred to herein as the "Agreement". All terms of the Agreement are incorporated herein by reference. Capitalized terms not defined in this Addendum are defined in the Agreement. In the event of a conflict, the terms of this Addendum control over the terms of the Agreement.

In the event the capitalized terms in this Addendum differ from the terminology used in the Agreement, references herein to:
"Component Systems means the software products that are being licensed (and may be referred to in the Agreement as Products, Software Products, Software, Programs or Licensed Programs): "Support" means Infor's current standard maintenance and Support services (and may be referred to in an Agreement as Maintenance and Support, Annual Support, Support Services, On-Going Support or One Point Support): "Order Form'' means a mutually agreed upon ordering document (and may be referred to in an Agreement as Schedule, Supplement or Supplemental Schedule): "Annual Escalation Percentage Car means the maximum percentage increase in an annual Support Fee on an annual basis. In addition, based on the applicable Agreement, listed Component Systems herein owned by a third party may also be referred to in the Agreement as "Additional Software or ''Third Party Software.

Effective date of the Addendum: the date of countersignature by Infor.

I. Component Systems: Previously licensed Component Systems for which Licensee is purchasing Support. No delivery necessary.

Line
No.

SKU SKU Desc. License Type
Support Plan
1 BPP-LSF Lawson System Foundation CPU Cores XTP
2 UPP-CRASBP Crystal Reports App Server (Cpu) B&P CPU XTP 3 S3F-GMP Infor Lawson Grant Management Package Named Users XTP 4 S3F-MRBAC Infor Lawson Project Accounting Named Users XTP 5 UPP-CRRBP Crystal Reports Designer Bud & Plan Named Users XTP 6 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 7 HRM-HUM Human Resources Package Users XTP
8 BPP-LSF Lawson System Foundation CPU Cores XTP
9 UPP-LBI-LEG Lawson Business Intelligence (Cpu) CPU XTP 10 UPP-IA Information Access Concurrent Users XTP
11 UPP-EFS Framework Services Server XTP
12 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP 13 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 14 UPP-LVPNC Lawson Viewpoint Embedded Named Users XTP
15 EPM-BI-LWS Infor Business Intelligence for Lawson CPU Cores XTP 16 EPM-BI-ADMIN Infor BI Professional Named Users XTP
17 EPM-BICONSUMER Infor BI ConsumerNamed Users XTP
18 UPP-CRAS Crystal Reports App Server CPU Cores XTP
19 S3F-MRBAC Infor Lawson Project Accounting Named Users XTP 20 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 21 BPP-XMLT Design Studio Named Users XTP
22 S3F-GMP Infor Lawson Grant Management Package Named Users XTP 23 UPP-CRRBP Crystal Reports Designer Bud & Plan Named Users XTP 24 UPP-EFS Framework Services Server XTP
25 HRM-HUM Human Resources Package Users XTP
26 BPP-LSF Lawson System Foundation CPU Cores XTP
27 UPP-CRASBP Crystal Reports App Server (Cpu) B&P CPU XTP 28 UPP-IA Information Access Concurrent Users XTP
29 UPP-LBI-LEG Lawson Business Intelligence (Cpu) CPU XTP 30 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 City Council 15 – 4 5/16/2023
April/2023 AMENDMENT Confidential
31 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 32 BPP-MVC MF Visual COBOL for Windows Compiler Named Users XTP 33 BPP-MVX MF COBOL Server Application Runtime -
Windows
Concurrent Users XTP
34 EPM-BI-LWS Infor Business Intelligence for Lawson CPU Cores XTP 35 EPM-BI-ADMIN Infor BI Professional Named Users XTP
36 EPM-BICONSUMER Infor BI ConsumerNamed Users XTP
37 UPP-CRAS Crystal Reports App Server CPU Cores XTP
38 BPP-LSF Lawson System Foundation CPU Cores XTP
39 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP 40 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 41 BPP-MVC MF Visual COBOL for Windows Compiler Named Users XTP 42 BPP-MVX MF COBOL Server Application Runtime -
Windows
Concurrent Users XTP
43 BPP-ERW Environment - 4Gl Writer Named Users XTP
44 UPP-CRASBP Crystal Reports App Server (Cpu) B&P CPU XTP 45 BPP-PFPM ProcessFlow Solution Perf Mgmt CPU Cores XTP 46 HRM-BSIF Bsi Tax Factory Users XTP
47 UPP-CRRBP Crystal Reports Designer Bud & Plan Named Users XTP 48 S3F-REPNBP Reporting Serv Srv Named B & P Named Users XTP 49 UPP-IA Information Access Concurrent Users XTP
50 UPP-EFS Framework Services Server XTP
51 BPP-LTRM Lawson Terminal Device XTP
52 S3S-RQC Requisition Center Named Users XTP
53 S3S-MOBRQC Mobile Requisitions Device XTP
54 HRM-IJBP E Recruiting Product Users XTP
55 BPP-MNX NetExpress App Runtime for Windows Concurrent Users XTP 56 UPP-MOA Microsoft Office Add Ins Named Users XTP
57 S3F-GMP Infor Lawson Grant Management Package Named Users XTP 58 BPP-MNC NetExpress Compiler for Windows Concurrent Users XTP 59 BPP-LSF Lawson System Foundation CPU Cores XTP
60 LLT-LADESK Infor Learning Accelerator Desktop Edition Named Users XTP 61 UPP-LBI-LEG Lawson Business Intelligence (Cpu) CPU XTP 62 BPP-PFI ProcessFlow Integrator CPU Cores XTP
63 LLT-LAPRO Infor Learning Accelerator Producer Named Users XTP 64 BPP-XMLT Design Studio Named Users XTP
65 S3S-RQC Requisition Center Named Users XTP
66 S3F-SUP Infor S3 Support Each XTP
67 S3F-MRBACI Project Ledger Inquiry Named Users XTP
68 S3F-FINPROI Infor Lawson Financial Procurement Package Inquiry
Named Users XTP
69 S3F-MRBAC Infor Lawson Project Accounting Named Users XTP 70 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 71 BPP-PALI Infor Process Integration CPU Cores XTP
72 BPP-LMRK-NR Landmark Technology Runtime CPU Cores XTP 73 BPP-MOBILA Infor Landmark Administrator Named Users XTP 74 BPP-NOTIFY Infor Notifications Named Users XTP
75 BPP-MVC MF Visual COBOL for Windows Compiler Named Users XTP 76 BPP-MVX MF COBOL Server Application Runtime -
Windows
Concurrent Users XTP
77 EPM-BI-LWS Infor Business Intelligence for Lawson CPU Cores XTP 78 EPM-BI-ADMIN Infor BI Professional Named Users XTP
79 EPM-BICONSUMER Infor BI ConsumerNamed Users XTP
80 BPP-ISD Infor Spreadsheet Designer Named Users XTP
81 UPP-CRAS Crystal Reports App Server CPU Cores XTP
82 IONPLATFORMLITE Infor OS LITE - Restricted Use - On PremiseNamed Users XTP 83 DMG-DAS-XILITE Infor OS - Document Management LITENamed Users XTP 84 IONMNGLPRTL-XILITE Infor Ming.le Portal LITEEnterprise XTP DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 City Council 15 – 5 5/16/2023
April/2023 AMENDMENT Confidential
85 IONMNGLUSERXI-LITE Infor OS - Ming.le Enterprise LITENamed Users XTP 86 IONPROCESS-XILITE Infor OS - ION PROCESS Grid Edition LITECPU Cores XTP 87 S3F-FINPRO Infor Lawson Financial Procurement Package Named Users XTP 88 S3F-MRBAC Infor Lawson Project Accounting Named Uses XTP Support Level: Infor Xtreme ("XT) Support unless otherwise indicated, "XT = Infor Essential (24X5)/ "XTP'' = Infor Premium (24x7)/"XTE= lnfor Customer Success Plus program **Support Level: Descriptions of the XT and XTP Support plans can be found at http://www.inforcom/content/brochureslinforxtremesupportplanfeatures.pdf/. A description of the XTE / Customer Success program can be found at https://www.infor.com/support/customer-success-plus/ II. Support Services
Total Support Fee": $594,518.61
The Total Support Fee specified above has been calculated to align the Support End Dates of all Component Systems listed.

Annual Escalation Percentage Cap: For this Support Term, the Annual Escalation Percentage increase of 5.75% is included in the annual payment amounts set forth below. Following this Support Term, the Annual Escalation Percentage cap shall be 6% or the then-current year-over-year increase in the Consumer Price Index (CPI), whichever is the greater.

Support Term: 6/1/2023 ("Start date") to 6/30/2025
Support Commitment:

The Support Term specified herein is a binding term, and neither party may exercise any rights of non-renewal or cancellation for convenience so as to terminate Support prior to the end of such Support Term. If Licensee fails to pay Infor any portion of the Total Support Fee when due, then, in addition to other remedies Infor may exercise, Licensee shall immediately be invoiced for, and shall be obligated to pay to Infor, as liquidated damages, the Total Support Fee, as increased by the Annual Escalation Percentage Cap, less any portion of the Total Support Fee previously paid (the "Damages"). If such amount is not paid within fifteen (15) days of invoice, Infor shall have no further obligation to provide Support, and the Licensee shall remain fully obligated to pay the Damages.
*On the last day of the Support Term, Support will automatically renew for successive twelve-month periods (the "Renewal Period") unless either party provides written notice to the other party of non-renewal at least ninety (90) days prior to the commencement of the Renewal Period.

Other fees: 0
Total Amount Due (before applicable taxes): $594,518.61 Currency: USD
This Addendum is subject to the Infor General Lifecycle Policy. As described therein, additional fees may apply if Mainstream Maintenance is no longer available for a Component System during the Support Term The policy can be found at https://www.infor.com/content/analyst/Infor-General-Lifecycle-Policy.pdf/.

Payment Schedule:
$278,653.07 (plus applicable taxes) is due no later than May 31, 2023 $316,265.54 (plus applicable taxes) is due no later than June 1, 2024 (includes additive Lawson licenses coverage)
*Optional Year: A minimum of 90 days written notice to and acknowledgement by Infor is required prior to June 30, 2025, for Licensee’s right or denial to execute the purchase of option year contained in the agreement; with a period of performance commencing 7/01/2025 through 6/30/2026. Pricing shall return to the then current rate and Support will automatically renew for successive twelve-month periods; should the Licensee forego execution of optional years offered in this agreement.
$334,450.81 (plus applicable taxes) is due no later than June 1, 2025 (includes additive Lawson licenses coverage) DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 City Council 15 – 6 5/16/2023
April/2023 AMENDMENT Confidential
Other fees: 0
Total Amount Due (before applicable taxes): $594,518.61 Currency: USD
Invoice Address: City of Santa Ana
20 Civic Center Plaza
M42
Santa Ana, CA 92701
USA Attn:

Milanka Radic
Contact Tel: (714) 647-5256
Contact name: Milanka Radic
Contact Title: Applications/Tech Support Manager,
IT Department
Contact Email: [email protected]
Account ID: 2149-L
THE PARTIES have executed this Addendum through the signatures of their respective authorized representatives below.

Infor (US) LLC (“Infor”)

City of Santa Ana (“Licensee”)
By: By:

Kristine Ridge
City Manager
Name:

Title:

Date:

ATTEST:

Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney

Jose Montoya
Assistant City Attorney

DocuSign Envelope ID: 1876C534-6551-447A-9DF4-7B5012B1E684 28 April 2023 | 10:46:20 EDT
Edward Foley
Manager, Infor Subscription Services
City Council 15 – 7 5/16/2023

Page 1 of 4 ends

CLM - 180803
Services Work Order
This Time and Materials Services Work Order (“Work Order" or "Order" or "SWO”) is subject to all terms and conditions of the Software Services Agreement (or, if applicable, the Professional Services Agreement) between Infor (US) LLC (“Infor”) and City of Santa Ana (“Licensee”) with an Effective Date of 3/3/2008 (the "Services Agreement"). All terms of the Services Agreement are incorporated herein by this reference. Capitalised terms not defined in this Work Order are defined in the Services Agreement. In the event of a conflict, the terms of this Work Order control over the terms of the Services Agreement.

Effective Date of Work Order: date of final signature below Work Order Number: AGR.128931
Prepared by: Porter Rosenkrantz
Project Name: City of Santa Ana - Lawson Consulting Staff Augmentation Description of Services to be Provided
lnfor will provide ad hoc staff augmentation consulting services for the S3 Lawson application as requested by Licensee during the period beginning July 1, 2023 through June 30, 2026.

The estimated hours included in this Services Work Order are designed to be utilized by the Licensee on an as requested basis. The specifics of the services to be provided have not been determined but will be discussed and agreed upon through the assigned lnfor Project Manager, prior to a resource being engaged.

No specific deliverables defined. Any deliverables requested/provided would be mutually agreed upon.

General Assumptions and Obligations

1. Any requirement(s) not specified in this Order will be addressed using the Project Change Control Process.

2.Licensee acknowledges that any delays or changes caused by Licensee, Licensee’s employees, equipment, contractors or vendors may cause an increase in the fees required under this Order, including without limitation, delays or changes due to the following: (a) change to or deficiency in the information which Licensee has supplied to Infor; (b) failure by Licensee to perform any of its responsibilities in a timely manner including the supply to Infor of resources and information; or (c) an unanticipated event that changes the service needs or requirements of Licensee. Changes required to this Order as a result of any of the foregoing events will be handled using the Project Change Control Process.

3.For all services provided at Licensee locations, Licensee will provide office facilities to Infor personnel. This includes, but is not limited to, office space, desks, networked computers, secured filing cabinets if required, team meeting rooms, networked printers, photocopier, telephones, stationery, whiteboards, internet and remote VPN connection.

DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 City Council 15 – 8 5/16/2023

Page 2 of 4 ends

CLM - 180803
Other Project Assumptions and Obligations

1. Any software licenses required for this project will need to be purchased separately by the Licensee and are covered by a separate Software License Agreement. All Licensed Software is subject to the terms of the License Agreement and nothing herein shall serve to modify such terms or expand the scope of the license granted thereunder.

2. Tasks will be performed offsite by Infor staff members. Infor staff will have remote access to Licensee’s network and systems as necessary to perform such Project activities.

3. Logging incidents with Infor Support, as well as the application of fixes or patches that are made available by Infor Support, are the responsibility of the Licensee, and therefore the effort associated with these activities has not been included in Infor’s estimates and scope of work.

4. Infor shall provide resources as staff augmentation to Licensee and perform services under the direction of the Licensee Project Manager and Leads. Licensee has primary responsibility for all deliverables.

5. Status reporting will be the responsibility of the Licensee Project Manager.

6. Infor Project Manager will be responsible for scheduling, staffing and onboarding Infor resources on the request of the Licensee Project Manager.

7. Infor Project Manager will provide project budget report on an agreed cadence (Monthly, Weekly etc).

8. Licensee Project Manager will provide Infor Project Manager resources request with at least two-week lead time.

Resources typically takes two (2) to four (4) weeks to schedule. Actual time for the effort varies depending on the number and type of consultants required.

9. If Licensee needs to cancel the work where Infor has already staffed the resource, Licensee Project Manager must provide cancelation requestion with at least two-week lead time, or the scheduled time will be billable to the Licensee.

10. Licensee has the option to request resource to be scheduled on a retention schedule (such as 2-hour per week) to keep the resource engaged on the project. The agreed retention schedule will be billable to the Licensee.

11. This agreement will expire 36 months from the date of the signature. If the Licensee wish to continue the arrangement, it will be addressed using the Project Change Control Process. New bill rate may apply.

12. Infor staffing requirements will be determined solely by Infor. Infor may also, at its discretion, use subcontractors in performing Services under this Work Order.

July 1, 2023 – June 30, 2024
July 1, 2024 – June 30, 2025
Resource Level Estimated Hours Hourly Rate Estimated Fee Consultant, Sr. 167.00 270.00 45,090.00
Project Manager, Associate 40.00 215.00 8,600.00
Total for Year One 53,690.00
Resource Level Estimated Hours Hourly Rate Estimated Fee Consultant, Sr. 167.00 286.20 47,795.40
Project Manager, Associate 40.00 228.00 9,120.00
Total for Year Two 56,915.40
DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 City Council 15 – 9 5/16/2023

Page 3 of 4 ends

CLM - 180803
July 1, 2025 – June 30, 2026
Grand Total 170,936.20
Currency US Dollar
The rates and terms specified herein are only valid if this Work Order is signed by Licensee by 6/30/2023.

Estimated time and costs listed in this Order represent an estimate only, and actual project time and cost may vary from the estimates provided. All Services are provided on a time and materials basis. Billing and payment are not dependent or conditioned on delivery of deliverables contemplated herein or any other deliverables. Infor will invoice Licensee for all Services and applicable charges on a monthly basis, as Infor renders the services or Licensee incurs the charges, as applicable. Fees do not include applicable taxes, which will be added to each invoice. Licensee will pay each Infor invoice within 30 days of the date of invoice. This payment obligation is non-cancelable and the amounts paid are non-refundable.

Travel and living expenses are not included in the rates or estimated fees stated herein, and are in addition to such fees.

Travel time to and from Licensee’s site will be billed at $90 per hour. A minimum of ½ day (4 hours) will be charged for all work at the Licensee’s facilities. Remote services provided via phone, facsimile or remote access to Licensee’s site will be charged at the standard hourly rate. Overtime rates of 150% of the quoted rate apply for after hours and weekend work. “After hours work” is defined as services performed between 8:00 p.m. and 6:00 a.m. “Weekend work” is defined as services performed between 8:00 p.m. Friday and 6:00 a.m. Monday. Holiday rates of 200% of the quoted rate apply for all holiday work.

Where a substantial variation from this Order is foreseen both parties must agree in writing to the additional work and amend this Order accordingly.

Locations:

Services may be provided at the facilities of Infor or its contractors, or at the Licensee sites listed below. 20 Civic Center Plaza
M-42
Santa Ana CA 92701
United States
Resource Level Estimated Hours Hourly Rate Estimated Fee Consultant, Sr. 167.00 303.37 50,662.80
Project Manager, Associate 40.00 241.70 9,668.00
Total for Year Three 60,330.80
DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 City Council 15 – 10 5/16/2023

Page 4 of 4 ends

CLM - 180803
THE PARTIES have executed this Order through the signatures of their respective authorized representatives.

Infor Public Sector, Inc. City of Santa Ana
Signature : Signature :

Printed Name : Printed Name :

Title : Title :

Address :
4213 Solutions Center Lockbox 774213
Chicago
IL 60677-4002
USA
Address :
20 Civic Center Plaza
M-42
Santa Ana CA 92701
United States
Signed Date : Signed Date :

Purchase Order Number :
eBilling (Email Address) :

Invoice Mailing Address if different from:
20 Civic Center Plaza
M-42
Santa Ana CA 92701
United States
Address :

Phone :

Email Address :

Contact Name :

INTERNAL USE ONLY
Primary Product : CloudSuite Corporate - S3F ICS Approval ID: AGR.128931 Existing Project ID : Existing Project Manager :

Opportunity ID : OP-04449108 Internal ID:

ATTEST:
_______________________
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
_________________________
Jose Montoya
Assistant City Attorney
Kristine Ridge
City Manager
DocuSign Envelope ID: 185892D3-204A-43EB-9B66-5656AE0C4F96 Jonathan Toomey
28 April 2023 | 10:16:01 EDT
Sr Operations Director
City Council 15 – 11 5/16/2023
SS Order Form (CPQ-English-US Mar 2019) OP-04458858 GC SQB390105_1-3 v1 4/6/2023 Page 1 of 3 v
Order Form
This Order Form is subject to the terms of the Agreement(s) between the parties (the “Agreement”). All terms of the Agreement are incorporated herein by reference. In the event of a conflict, the terms of this Order Form control over the terms of the Agreement.

Capitalized terms not defined in this Order Form are defined in the Agreement. In the event the capitalized terms in this Order Form differ from the terminology used in the Agreement, the parties shall apply terms logically.

I. On Premise Software
PROD: SITE-1
Part #
(if applicable)
On Premise Software User Restriction* Support
Level**
Quantity Type
1 S3F-FINPRO Infor Lawson Financial Procurement Package 12 NU XTP 2 S3F-MRBAC Infor Lawson Project Accounting 52 NU XTP
Total License Fee: $92,800.00
* If specified in the User Restriction field:
“NU” = Named Users - Allows access to the Software up to the stated maximum number of individual named users, irrespective as to whether any such user is actively logged on to the Software at a given point in time; The Customer agrees to assign to each Named User a unique identification profile, it being agreed that to the extent Customer uses generic user profiles as a means to access the Software, each separate log-on accessing the Software will be counted as a separate user.
**Support Level
“XT” = Infor Essential (24X5); “XTP” = Infor Premium (24x7); “XTE” = Infor Customer Success Plus program Descriptions of the XT and XTP Support plans can be found at http://www.infor.com/content/brochures/inforxtremesupportplanfeatures.pdf/. A description of the XTE - Customer Success Plus program can be found at https://www.infor.com/support/customer-success-plus/ II. Support Services
Annual Support Fee: $20,416.00
Annual Escalation Percentage Cap (effective after the Initial Term): 6% or the then-current yearover-year increase in the Consumer Price Index, whichever is greater.

Initial Term of Support: Order Form Date through May 31, 2024.

Fee for Initial Term of Support**: $23,604.25
*** The Fee for Initial Term of Support represents a proportional amount of the annual Support Fee based on the anticipated Order Form Date. This fee will vary based on the actual Order Form Date.

DocuSign Envelope ID: 1D84A1B3-C20B-4233-B762-40542C354E52 City Council 15 – 12 5/16/2023
SS Order Form (CPQ-English-US Mar 2019) OP-04458858 GC SQB390105_1-3 v1 4/6/2023 Page 2 of 3 Total Amount Due (before applicable taxes): $116,404.25 Payment Terms:

Payment is due within 15 days from the Order Form Date. Currency: USD Equipment (on which On Premise Software will be installed):

Customer
Account ID: 2149-L
Computer Platform: Model: Infor GL ID: US0AB
Operating System: DBMS: Account
Serial Number: Executive Name: Linda Luburich

Delivery Address: Invoice Address:

City of Santa Ana
20 Civic Center Plaza
M-42
Santa Ana, CA 92701
USA
City of Santa Ana
20 Civic Center Plaza
M42
Santa Ana, CA 92701
USA
Contact Name: Milanka Radic Contact Name: Milanka Radic Contact Phone: 714-647-5256 Contact Phone: 714-647-5408 Contact email: [email protected] Contact email: [email protected] III. Additional Terms
Anything in the Agreement to the contrary notwithstanding, Infor warrants that for a period of ninety (90) days from the date of delivery, the On Premise Software will function substantially in accordance with the user documentation provided by Infor. This limited warranty shall not apply to (a) updates, enhancements, or modifications provided pursuant to Infor’s Support obligations, or (b) previously licensed On Premise Software for which Customer is changing User Restrictions (e.g., without limitation, adding users) under an Order Form.

Perpetual license - Subject to the terms and conditions of the Agreement and this Order Form, Infor grants Customer a perpetual (subject to the termination provision of the Agreement), non-exclusive, non-transferable license (without the right to sublease or sublicense) to use the object code of the On Premise Software specified herein (including any updates, enhancements, or modifications to such On Premise Software that Infor provides pursuant to its Support obligations) on the Equipment for Customer's own internal computing operations, provided Customer is not in breach of the provisions of the Agreement or this Order Form and has paid all fees in a timely manner. Support for the On Premise Software shall be provided on an annual basis upon Customer’s payment of the annual Support Fee prior to the beginning of the applicable Support period. Support will automatically renew for consecutive annual periods beyond the initial Support period on a year-to-year basis unless either party notifies the other in writing of its election to terminate Support for the On Premise Software at least ninety (90) days prior the expiration of the then-current Support period. Unless otherwise stated in this Order Form, Customer has the right to use the On Premise Software in object code format only and no rights to source code are granted. Any rights not expressly granted in the Agreement and this Order Form are expressly reserved.

If the Support renewal of Customer’s previously licensed On Premise Software is pending, then Customer hereby consents to the renewal of Support services for such On Premise Software and irrevocably agrees to pay the corresponding fees. Non-payment of these fees will entitle Infor to suspend Support for the On Premise Software licensed herein until such payment is received.

Any reference to “accept” or “acceptance” in the Agreement is not applicable to the On Premise Software licensed on this Order Form.

DocuSign Envelope ID: 1D84A1B3-C20B-4233-B762-40542C354E52 City Council 15 – 13 5/16/2023
SS Order Form (CPQ-English-US Mar 2019) OP-04458858 GC SQB390105_1-3 v1 4/6/2023 Page 3 of 3 The total liability of Infor in connection with the On Premise Software licensed on this Order Form shall not exceed the license fee the Customer actually pays to Infor for such On Premise Software.

No changes or modifications of any kind to this Order Form shall be accepted after execution unless signed in writing by both parties.

The On Premise Software licensed on this Order Form are for production use only. If Customer wishes to run a copy of the On Premise Software for disaster recovery purposes, a separate Order Form is required and additional fees may be required.

Any purchase order or similar document (other than a mutually executed and delivered Order Form) that may be issued by the undersigned Customer in connection with this Order Form does not modify this Order Form or the Agreement to which it pertains. No such modification will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Order Form (or as applicable, the Agreement).

The On Premise Software licensed on this Order Form are new and/or additional licenses and are not intended to be an exchange or upgrade from any of Customer’s previously licensed On Premise Software. If Customer’s intent was for this Order Form to be an exchange or upgrade, then the previously licensed On Premise Software must be current on support and such support shall transfer to the On Premise Software licensed on this Order Form.

Parties agree that no shipment shall be required for On Premise Software previously licensed to the Customer. For any new On Premise Software license, Delivery shall be FOB Shipping Point.

Unless excluded by applicable law, Infor reserves the right to issue invoices electronically.

Customer’s purchase of the licenses specified herein is not contingent or dependent upon the provision of any consulting services Customer may choose to purchase from Infor contemporaneously with this Order Form or in the future.

Effective date of this Order Form (the "Order Form Date") to be completed by Infor upon countersignature:_____________________________________
THE PARTIES have executed this Order Form through the signatures of their respective authorized representatives. for: Infor (US), LLC for: City of Santa Ana
(Infor) (Customer or Licensee)
Signature Signature
Typed or Printed Name Kristine Ridge
Job Title City Manager
Date Date
ATTEST:
_______________________
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:

SONIA R. CARVALHO
City Attorney
_________________________
Jose Montoya
Assistant City Attorney
DocuSign Envelope ID: 1D84A1B3-C20B-4233-B762-40542C354E52 Mary McCrayer
1 May 2023
Senior Manager, Deal Desk
01 May 2023 | 19:44:03 EDT
City Council 15 – 14 5/16/2023
Community Development Agency
www.santa-ana.org/community-development
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: First Amendment to On-Call Agreements for Affordable Housing Financial, Analytical, and Advisory Services

AGENDA TITLE
Approve a First Amendment to Agreements with Keyser Marston Associates, Inc., David Paul Rosen & Associates, and RSG, Inc. for On-Call Affordable Housing Financial, Analytical, and Advisory Services on an As–Needed Basis in a Shared Amount not to exceed $500,000

RECOMMENDED ACTION
Authorize the City Manager to execute a First Amendment to three joint on-call consultant agreements for affordable housing financial, analytical, and advisory services with Keyser Marston Associates, Inc., David Paul Rosen & Associates, and RSG, Inc. to add an additional $250,000 and to extend the term for two years until November 1, 2026, for a total shared amount not to exceed $500,000, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSION
Due to the large volume of grants and activities to provide affordable housing for our residents, staff is supported by real estate consultants who provide affordable housing financial, analytical, and advisory services. These consultants provide general multifamily and single family affordable housing financial, analytical, and advisory services, bond issuance services, and assist with the City’s inclusionary housing ordinance and density bonus ordinance. Following a competitive procurement process, on November 16, 2021, the City Council and Housing Authority authorized the City Manager and Executive Director of the Housing Authority to enter into on-call consultant agreements for affordable housing financial, analytical, and advisory services with Keyser Marston Associates, Inc. (KMA), David Paul Rosen & Associates (DRA), and RSG, Inc. (RSG) for a three-year term from November 16, 2021 through November 1, 2024, in a total shared amount not to exceed $250,000.

Halfway through the term of these three on-call agreements, staff has exhausted the $250,000 in available funds originally allocated by the City Council and the Housing Authority. This is because staff has worked on various major projects with these consultants to provide affordable housing for our residents including the funding of three large multifamily affordable housing projects: Westview House, Crossroads at Washington, and WISEPlace Permanent Supportive Housing. These three projects City Council 16 – 1 5/16/2023
First Amendment to Agreements for Housing Financial, Advisory, and Analytical Services May 16, 2023

Page 2 ends

involved the allocation of $13,805,577 in affordable housing funds and 66 project-based vouchers that will lead to the creation of 218 new units of affordable and permanent supportive housing. In particular, KMA assisted staff with extensive financial analyses and technical support for these three projects.

Representatives from both KMA and RSG assisted staff with the City’s most recent Request for Proposals for Affordable Housing Development (RFP # 21-136) issued on December 8, 2021 with City Council approval. This RFP led to an award of funds for the development of WISEPlace and a commitment of funds for the development of six new affordable homeownership opportunities with Habitat for Humanity of Orange County. In addition to the consulting services needed to finance affordable housing projects, KMA recently completed an update to the City’s Affordable Housing Opportunity and Creation Ordinance manuals and Inclusionary Housing Plan forms. These manuals had not been updated since 2015.

RSG performed a disparate housing analysis for the requested project at 2202 East First Street where RSG analyzed a number of data points to help the City determine if the project was consistent with fair housing laws and City planning policies.

Furthermore, RSG assisted housing staff with compliance monitoring activities to ensure that tenants in City-funded affordable housing units were not overpaying for housing, income qualified, and living in decent, safe, and sanitary housing. In addition, DRA also provided consultation services for density bonus agreements and for local home owner’s association (HOA) issues for troubled HOAs in the City.

The work on all of these major projects exhausted the $250,000 in available funds for these three on-call agreements. Therefore, staff is returning to the City Council and the Housing Authority to request approval to amend these three agreements (first amendment) to add an additional $250,000 (Exhibits 1, 2, and 3).

Staff is also seeking to extend these agreements by an additional two years (from threeyear agreements to five-year agreements). In the coming months, staff will be working with KMA for additional consulting work on North Harbor Village, a proposal from the Illumination Foundation to develop permanent supportive housing on Bewley Street (pending consideration by the City Council), the loan closing for FX Residences, and a possible Homekey application to the State of California, amongst various other projects and priorities. Staff is also working on a new request for proposals for affordable homeownership opportunities to bring to the City Council. Staff anticipates needing additional affordable housing financial, analytical, and advisory services to support us with the volume of grants and activity to provide affordable housing for our residents.

FISCAL IMPACT
Prior to utilizing any of these on-call services, staff will ensure sufficient funds are available in the appropriate program budget and will track expenditures to ensure the City and Housing Authority do not exceed the aggregate $500,000 maximum total.

The City anticipates that a variety of affordable housing funds may be utilized for these on-call agreements, including, but not limited to the following programs:

City Council 16 – 2 5/16/2023
First Amendment to Agreements for Housing Financial, Advisory, and Analytical Services May 16, 2023

Page 3 ends

Accounting UnitAccount Fund Description Accounting Unit, Account Description
13018780-62300 HOME Program HOME, Contract ServicesProfessional 13518780-62300 Community Development Block Grant CDBG, Contract ServicesProfessional 14218760-62300 Neighborhood Stabilization Program 1 NSP 1, Contract ServicesProfessional 14218761-62300 Neighborhood Stabilization Program 2 NSP 2, Contract ServicesProfessional 14218762-62300 Neighborhood Stabilization Program 3 NSP 3, Contract ServicesProfessional 14318760-62300 CalHOME Loans CalHOME, Contract ServicesProfessional 41718820-62300 Inclusionary Housing Inclusionary Housing, Contract Services-Professional
15818700-62300 Permanent Local Housing Allocation PLHA, Contract ServicesProfessional 12218XXX-62300 HHAP Grant HHAP Grant, Contract ServicesProfessional

EXHIBIT(S)

1. First Amendment to Agreement with Keyser Marston Associates, Inc.

2. First Amendment to Agreement with David Paul Rosen & Associates

3. First Amendment to Agreement with RSG, Inc.

Submitted By: Michael L. Garcia, Executive Director of Community Development Approved By: Kristine Ridge, City Manager
City Council 16 – 3 5/16/2023
City Council 16 – 4 5/16/2023
City Council 16 – 5 5/16/2023
City Council 16 – 6 5/16/2023
City Council 16 – 7 5/16/2023
1 FIRST AMENDMENT TO AGREEMENT TO PROVIDE ON-CALL AFFORDABLE

HOUSING FINANCIAL, ANALYTICAL AND ADVISORY SERVICES
(RSG, Inc.)
THIS FIRST AMENDMENT (“First Amendment”) to the above referenced agreement is entered into this 16th day of May, 2023, by and between RSG, Inc., a California corporation (“Consultant”), and jointly the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic (“Authority”).

City and Authority shall jointly or interchangeably, as applicable, be referred to as “City” for purposes of this First Amendment.

RECITALS
A. On November 16, 2021, the City entered into Agreement #A-2021-229-03 (“Agreement”), with Consultant to provide on-call affordable housing financial, analytical and advisory services for general multifamily affordable housing financial advisory services; general single family affordable housing program financial analytical services; multifamily and/or single family bond issuance financial advisory services; and the City’s Inclusionary Housing Program financial analysis on an as-needed basis.

B. The Agreement is one of three agreements for vendors selected in response to RFQ No. 21-107. The Agreement provides for each Consultant to share in an aggregate compensation amount for the on-call services detailed in the Agreement. The Agreement runs through November 1, 2024, includes the ability to extend its term upon a writing executed by the City Manager and the City Attorney, and is current and in-effect.

C. The parties now wish to amend the Agreement to increase the overall compensation amongst the selected vendors by $250,000.00, and agree to extend the term of the Agreement by two (2) years. The increase in compensation is to accommodate an exhaustion of funds.

Consultant assisted with extensive financial analyses and technical support. There are additional pending projects that still require the assistance of Consultant.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows:

1. Section 2.a, COMPENSATION, shall be amended to read in its entirety as follows:
a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B-1.

Consultant is one of three (3) Consultants selected to provide affordable housing financial, analytical, and advisory services on an as needed basis under RFQ No. 21-107. The total compensation for services provided by all Consultants selected under RFQ No. 21-107 is a collective amount not to exceed Five Hundred Thousand Dollars ($500,000.00) during the term of the Agreement including any City Council 16 – 8 5/16/2023
City Council 16 – 9 5/16/2023
Finance and Management Services
www.santa-ana.org/finance
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Amend Agreement with MK Printing, Inc. for Offset Printing Services

AGENDA TITLE
Amend Agreement with Mekong Printing dba MK Printing, Inc. to Increase the Agreement by $60,000 for a New Total Agreement Amount not to Exceed $675,000 and to Extend the Term to June 30, 2024 (General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute a second amendment to the agreement with Mekong Printing dba MK Printing Inc. to provide citywide offset printing services, increasing the agreement amount by $60,000 ($30,000 annually for the remaining term) for a new total agreement amount of $675,000 and extending the term from June 3, 2024 to June 30, 2024, subject to non-substantive changes approved by the City Manager and City Attorney.

DISCUSSIO
On June 4, 2019, the City Council approved a three-year agreement with MK Printing, Inc. for offset printing services for a three-year period, in an annual amount of $80,000, with provisions for two one-year renewals. The total contract amount, including the two one-year term extensions, is $400,000. The existing agreement (A-2019-083) allows the City to outsource offset printing services in a timely manner and meet the needs of various departments citywide. Examples of the orders requested include Census outreach efforts, economic development, neighborhood parking permits, miscellaneous forms related to Police Department administrative activity, and printing of other forms and printing services related to mass mailing services as needed. On August 18, 2020, the City Council approved the first amendment to the agreement to increase the total agreement amount to $615,000.

The second amendment request (Exhibit 1) is to increase the total agreement amount by $60,000, which will increase the annual not-to-exceed amount to $145,000 and the total agreement amount to $675,000. The request for the increase is due to a higherthan-anticipated number of printing orders and an increase in costs of paper and services. Furthermore, the request to extend the term an additional 26 days to June 30, City Council 17 – 1 5/16/2023
Amend Agreement with MK Printing, Inc. for Offset Printing Services May 16, 2023

Page 2 ends

2024, will avoid a gap in services through the Request for Proposal (RFP) process allowing for a new agreement to begin on July 1, 2024.

FISCAL IMPACT
Funding is available in the FY 2022-23 budget and funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration.

Fiscal
Year
Accounting
UnitAccount #
Fund
Description
Accounting Unit,
Account Description
Increased Amount
FY 22-23 Various63001General Fund Miscellaneous
Operating Expenses
$30,000
FY 23-24 Various -
63001
General Fund Miscellaneous
Operating Expenses
$30,000

EXHIBIT(S)

1. Amendment with Mekong Printing, Inc.

Submitted By: Kathryn Downs, FMSA Executive Director
Approved By: Kristine Ridge, City Manager
City Council 17 – 2 5/16/2023
EXHIBIT 1
City Council 17 – 3 5/16/2023
City Council 17 – 4 5/16/2023
City Council 17 – 5 5/16/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Riverview Neighborhood Street Lighting Project

AGENDA TITLE
Approve an Amendment to the FY 2022-23 Capital Improvement Program for $483,584 and Award a Construction Contract to California Professional Engineering, Inc. in the Amount of $358,210 for the Riverview Neighborhood Street Lighting Project, with an Estimated Project Delivery Cost of $483,584 (Project No. 23-6030) (General Fund)

RECOMMENDED ACTION

1. Approve an amendment to the FY 2022-23 Capital Improvement Program to include $483,584 in construction funds for the Riverview Neighborhood Street Lighting Project (Project No. 23-6030).

2. Award a construction contract to California Professional Engineering, Inc, the lowest responsible bidder in accordance with the base bid in the amount of $358,210, for the construction of the Riverview Neighborhood Street Lighting Project for a term beginning May 16, 2023 and ending upon project completion, and authorize the City Manager to execute the contract subject to non-substantive changes approved by the City Manager and the City Attorney.

3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $483,584, which includes $258,210 for the construction contract, $53,732 for contract administration, inspection and testing, and a $71,642 contingency for unanticipated or unforeseen work.

4. Determine these actions are exempt from further review pursuant to the California Environmental Quality Act as Categorical Exemption Environmental Review No.

ER-2023-181475 was filed for the project.

DISCUSSION
The City has identified the need for lighting improvements in the Riverview neighborhood (Exhibit 1). The scope of work includes installation of new street light poles, LED lights, underground conduits and wiring, and new electrical meter pedestals.

Once completed, the newly installed street lighting will provide better right-of-way illumination and a welcoming environment for pedestrians and motorists in the Riverview Neighborhood.

City Council 18 – 1 5/16/2023
Riverview Neighborhood Street Lighting Project
May 16, 2023

Page 2 ends

Public Outreach and Contractor Participation
To provide an opportunity for local vendors to submit bids, the City notified a total of 367 regional vendors via PlanetBids, many of which are Santa Ana based. Six vendors requested bidding documents and a total of 15 bids were received. Bids were not received from any Santa Ana contractors.

As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on March 1, 2023 and March 8, 2023. The project was also advertised in PlanetBids from March 1, 2023 through March 22, 2023. Bids were received electronically via PlanetBids on March 22, 2023.

Bid Results Summary
Rank Bidder’s Name Location Base Bid
1 California Professional
Engineering, Inc. La Puente, CA $358,210
2 Global Diversified Voltage
Services Inc. Van Nuys, CA $398,825
3 KP Electric Co Inc. Buena Park, CA $413,199
4 VT Electric Inc. Ontario, CA $429,553
5 Servitek Electric, Inc. Walnut, CA $432,650
6 Baker Electric Inc. Escondido, CA $445,636
7 Traffic Loops Crackfilling, Inc. Anaheim, CA $449,300 8 International Line Builders, Inc. Corona, CA $511,105 9 Embee Power Inc. Irvine, CA $539,747
10 DBX, Inc. Temecula, CA $546,800
11 MSL Electric, Inc. Anaheim, CA $553,150
12 Elecnor Belco Electric, Inc. Chino, CA $598,726
13 Select Electric, Inc. Vista, CA $640,696
14 Ha Construction La Mesa, CA $699,000
15 My Electrician Inc. Menifee, CA $990,000
A total of 15 bids were received and all were deemed responsive. California Professional Engineering, Inc. submitted the lowest responsive base bid in the amount of $358,210 (Exhibit 2). As specified in the bid documents, the lowest bid shall be City Council 18 – 2 5/16/2023
Riverview Neighborhood Street Lighting Project
May 16, 2023

Page 3 ends

determined on the basis of the Base Bid. Based on the bid analysis and a contractor’s reference check, staff recommends awarding the construction contract to California Professional Engineering, Inc. in the amount of the base bid totaling $358,210 (Exhibit 3).

California Professional Engineering, Inc. has successfully completed various projects for the City of Santa Ana throughout the last several years. The most recent projects are Pacific Electric Bike Trial, Sandpointe Paseo Lighting, and Thornton Park Lighting.

Project Delivery
To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes the following:
construction management; inspection of the Contractor’s work to ensure contract compliance, workmanship, and quality; and materials testing. As indicated in the Cost Analysis (Exhibit 4) and as summarized in the table below, the estimated total construction delivery cost of the project is $483,584.

Project Item Total
Construction Contract $358,210
Construction Administration, Inspection, Testing $53,732 Contingencies $71,642
TOTAL CONSTRUCTION DELIVERY COST $483,584
Approval of this item will amend the FY 2022-23 Capital Improvement Program to include the Riverview Neighborhood Street Lighting Project (Exhibit 5).

ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER2023-181475 was filed for the project.

FISCAL IMPACT
As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $483,584, which includes construction, contract administration, inspection, testing, and an authorized contingency.

The following table summarizes the funds budgeted and available in current FY 22-23 for expenditure to deliver construction of this project. Any remaining balances not expended at the end of the fiscal year will be presented to City Council for approval of carryovers to FY 2023-24.

City Council 18 – 3 5/16/2023
Riverview Neighborhood Street Lighting Project
May 16, 2023

Page 4 ends

Fiscal
Year
Accounting
Unit - Account
No.
(Project No.)
Fund
Description
Accounting Unit -
Account No.

Description
Amount
2022-23
01117630-
66220
(22-6017)
General Fund
PW-ST Light
Maintenance Service
Enhancement -
Improvements Other
Than Buildings
$483,584
Total $483,584

EXHIBIT(S)

1. Location Map

2. Bid Proposal

3. Construction Contract

4. Cost Analysis

5. CIP Project Sheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 18 – 4 5/16/2023
PWA

SANTA ANA
PUBLIC WORKS AGENCY Project No. 23-6030:

Riverview Neighborhood Street Lighting Project
Exhibit 1
City Council 18 – 5 5/16/2023
Exhibit 2
City Council 18 – 6 5/16/2023
City Council 18 – 7 5/16/2023
EXHIBIT 3
City Council 18 – 8 5/16/2023
City Council 18 – 9 5/16/2023
City Council 18 – 10 5/16/2023
EXHIBIT 4
Construction Contract $
Contract Administration, Inspection and Testing $ 53,732.00 Contingencies $ 71,642.00
TOTAL ESTIMATED CONSTRUCTION COSTS $ 483,584.00
CONSTRUCTION OF PROJECT NO. 23-6030 Riverview Neighborhood Street Lighting

COST ANALYSIS
358,210.00
City Council 18 – 11 5/16/2023
CITY OF SANTA ANA FY 22/23CIP

CAPITAL IMPROVEMENT PROJECT WORKSHEET
PROJECT DESCRIPTION:

Scope of work includes installation of new street light poles, LED lights, underground conduits and wiring, and new electrical meter pedestals.

PROJECT NEED:

The City has identified the need for lighting improvements within the Riverview Neighborhood.
.

PROJECT TITLE:

Riverview Neighborhood Street
Lighting Project
PROJECT CATEGORY:

Utility/Drainage/Lighting
Improvements

LOCATION MAP
AGENCY: DIVISION: CONTACT:

Public Works Traffic Engineering Cesar Rodriguez, Senior Civil Engineer PROJECT COSTS FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 Construction 483,584 - - - - - -
TOTAL 483,584 - - - - - -
SOURCE OF FUNDS FY 22/23 FY 23/24 FY 24/25 FY 25/26 FY 26/27 FY 27/28 FY 28/29 GENERAL FUNDS 483,584 - - - - - -
TOTAL 483,584 - - - - - -
39 EXHIBIT 5
City Council 18 – 12 5/16/2023
Public Works Agency
www.santa-ana.org/public-works
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 16, 2023
TOPIC: Local Street Preventative Maintenance FY 2022-23

AGENDA TITLE
Approve an Appropriation Adjustment and Award a Construction Contract to Onyx Paving Company, Inc. in the Amount of $2,954,000 for the Local Street Preventative Maintenance FY 22-23 Project with an Estimated Project Delivery Cost of $3,840,200 (Project No. 23-6907) (Non-General & General Fund)

RECOMMENDED ACTION

1. Approve an appropriation adjustment recognizing prior-year fund balance of $248,391 in the Public Works-Storm Drain Construction Area III, Prior Year Carry Forward revenue account, and appropriating the same amount into the Public Works-Storm Drain Construction, Improvements Other Than Buildings expenditure account (requires five affirmative votes).

2. Authorize the reallocation of unspent Drainage Area Fee funds from various projects: $38,609 from D-03 Channel Repair at Alton Avenue, $248,391 from Local Drainage Area III, $171,343 from Local Street Preventative Maintenance FY 19-20, $98,516 from Local Street Preventative Maintenance FY 20-21, and $505,341 from Local Street Preventative Maintenance FY 21-22 for a total of $1,062,200 to the Local Street Preventative Maintenance FY 22-23 Project, completing the project’s funding requirement.

3. Award a construction contract to Onyx Paving Company, Inc., the lowest responsible bidder, in accordance with the base bid and add alternate in the amount of $2,954,000 for construction of the Local Street Preventative Maintenance FY 22-23 Project, for a term beginning May 16, 2023, and ending upon project completion, and authorize the City Manager to execute the contract subject to non-substantive changes approved by the City Manager and the City Attorney.

4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $3,840,200, which includes $2,954,000 for the construction contract; $443,100 for contract administration, inspection, and testing; and a $443,100 project contingency for unanticipated or unforeseen work.

City Council 19 – 1 5/16/2023
Construction Contract for Local Street Preventative Maintenance FY 2022-23 May 16, 2023

Page 2 ends

5. Determine these actions are exempt from further review pursuant to the California Environmental Quality Act as Categorical Exemption Environmental Review No. ER-2023-03 was filed for project 23-6907.

DISCUSSION
The City's Pavement Management Program has been developed to identify the preventive maintenance requirements for the City's street network. The local street segments (Exhibit 1 and 2) recommended for the Fiscal Year 2022-23 Local Street Preventative Maintenance Capital Improvement Project have been identified as high priority for slurry seal and preventative maintenance. The recommended work consists of localized replacement of asphalt concrete pavement, cold mill, slurry seal, crack sealing, striping, and signage, along with replacement of damaged concrete curbs, gutters, sidewalks, and curb ramps. The improvements also include installation of a catch basin, curb and gutter, and pavement repair to improve drainage. Once completed, these improvements will improve the City's overall pavement condition, enhance the visual appearance of the street, upgrade ride quality, drainage, and support compliance with Americans with Disabilities Act standards.

Public Outreach and Contractor Participation
To provide an opportunity for local vendors to submit bids, the City notified a total of 1,287 regional vendors via PlanetBids, many of which are Santa Ana based.

Furthermore, staff specifically reached out to Santa Ana vendors to encourage their participation in bids. A total of six bids were received. No bids were received from any Santa Ana contractors.

As legally required, a Notice Inviting Bids was advertised in the Orange County Register newspaper on April 7 and 14, 2023. The project was also advertised in PlanetBids from March 30 through April 18, 2023. Bids were received electronically via PlanetBids on April 18, 2023.

Bid Results Summary
Rank Bidder’s Name Location Base Bid
1 Onyx Paving Company, Inc. Anaheim, CA $2,927,000
2 Diamond Construction and Design La Habra, CA $3,026,625 3 R.J. Noble Company Orange, CA $3,144,905
4 All American Asphalt Corona, CA $3,189,677
5 Excel Paving Co. Long Beach, CA $3,268,875
6 Hardy & Harper, Inc. Lake Forest, CA $3,611,908
City Council 19 – 2 5/16/2023
Construction Contract for Local Street Preventative Maintenance FY 2022-23 May 16, 2023

Page 3 ends

A total of six bids were received and all were deemed responsive. Onyx Paving Company, Inc. (Onyx Paving) submitted the lowest responsive base bid in the amount of $2,927,000 (Exhibit 3). As specified in the bid documents, the lowest bid shall be determined on the basis of the Base Bid. Based on the bid analysis and a contractor’s reference check, staff recommends awarding the construction contract to Onyx Paving for the base bid of $2,927,000, plus an added alternate bid item of $27,000, totaling $2,954,000 (Exhibit 4).

Onyx Paving has not performed as a prime contractor in the City of Santa Ana within the past five years. A reference check was made and received good reviews from other public agencies regarding quality of work performed by Onyx Paving.

Project Delivery
To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes the following:
construction management; implementation of the labor requirements; inspection of the Contractor’s work to ensure contract compliance, workmanship, and quality; and materials testing. As indicated in the Cost Analysis (Exhibit 5) and as summarized in the table below, the estimated total construction delivery cost of the project is $3,840,200.

Project Item Total
Construction Contract $2,954,000
Construction Administration, Inspection, Testing $ 443,100 Project Contingencies $ 443,100
TOTAL CONSTRUCTION DELIVERY COST $3,840,200

FISCAL IMPACT
As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $3,840,200, which includes construction, contract administration, inspection, testing, and authorized contingencies of $293,000. All funds are available for expenditure in Fiscal Year 2022-23 Capital Improvement Program (Exhibit 6). Any remaining balances not expended at the end of the fiscal year will be carried forward into FY 2023-24. A proposed carryover of unspent funds will be presented to the City Council for the FY 2023-24 portion of this contract.

The following table summarizes the funds budgeted for expenditure to deliver the construction of this project:

City Council 19 – 3 5/16/2023
Construction Contract for Local Street Preventative Maintenance FY 2022-23 May 16, 2023

Page 4 ends

Fiscal
Year
Accounting Unit
- Account No.
(Project No.)
Fund
Description
Accounting Unit, Account
No. Description Amount

EXISTING BUDGET
2022-23 03217662-66220
(23-6907)
Measure MStreet
Construction
Measure M2 Local Fairshare
St, Improvements Other Than
Building
$2,778,000

ADDITIONAL BUDGET/BUDGET REALLOCATION
2022-23 22317660-66220
(19-6617)
Drainage Area
Fee
Public Works-Storm Drain
Construction AREA III,
Improvements Other Than
Building
$ 38,609
2022-23 22317660-66220 Drainage Area
Fee
Public Works-Storm Drain
Construction AREA III,
Improvements Other Than
Building
$ 248,391
2022-23 03217662-66220
(20-6907)
Measure MStreet
Construction
Measure M2 Local Fairshare
St. Improvements Other Than
Building
$ 171,343
2022-23 03217662-66220
(21-6907)
Measure MStreet
Construction
Measure M2 Local Fairshare
St. Improvements Other Than
Building
$ 98,516
2022-23 03217662-66220
(22-6907)
Measure MStreet
Construction
Measure M2 Local Fairshare
St. Improvements Other Than
Building
$ 505,341
Additional Budget/Budget Reallocation Total $1,062,200
Complete Total $3,840,200

EXHIBIT(S)

1. Location Map

2. Construction Plans

3. Bid Proposal

4. Construction Contract

5. Cost Analysis

6. FY 2022-23 Capital Improvement Program Sheet
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Kristine Ridge, City Manager
City Council 19 – 4 5/16/2023
Exhibit 1
City Council 19 – 5 5/16/2023
City Council 19 – 6 5/16/2023
City Council 19 – 7 5/16/2023
City Council 19 – 8 5/16/2023
City Council 19 – 9 5/16/2023
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City Council 19 – 11 5/16/2023
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City Council 19 – 13 5/16/2023
City Council 19 – 14 5/16/2023
City Council 19 – 15 5/16/2023
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City Council 19 – 17 5/16/2023
City Council 19 – 18 5/16/2023
City Council 19 – 19 5/16/2023
City Council 19 – 20 5/16/2023
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City Council 19 – 23 5/16/2023
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City Council 19 – 28 5/16/2023
City Council 19 – 29 5/16/2023
City Council 19 – 30 5/16/2023
City Council 19 – 31 5/16/2023
City Council 19 – 32 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
ADDENDUM NO. ONE
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

BID PROPOSAL
TO: CITY COUNCIL OF THE CITY OF SANTA ANA
FROM: ONYX PAVING COMPANY, INC.

REQUIREMENT:

The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule:

Item Description Qty Unit Unit Price Amount
I Unclassified Excavation* CY 700 $ 1:27 $
¥g>, �OCJ
2 Cold Mill (2")* SF 360,000 $ (}. 7 ;J. $:i 151, :;).00 3 Asphalt Rubber Hot Mix (ARHM)* TN 4,600 $ 137 $ v3o, 200 4 Crack Sealing LS I $ $ 72,0co 1;}., 000
5 Rubberized Emulsion Aggregate Slurry ELT 1,400 $
777 $
(REAS) Type 11* I, 087, too
6 PCC Sidewalk (4")* SF 6,000 $ $ 13 18,000
7 PCC Curb and Gutter (Type A-2-6)* LF 500 $ 1:l $ 3v1 00O 8 PCC Cross Gutter (W=6')* SF 4,800 $ 27
$ I;). 9,, �tJO
9 PCC Wide Gutter (W=6')* SF 250 $ .z 7
$ &, 760
IO Removal of PCC Pavement* CY 75 $:21:l $ 20) 'f 00
11 PCC Pavement with (3-day) Cure with SF 5,000 $ I 3
$
Dowels* �6, ooo
12 PCC Curb Ramp* SF 1,200 $ .2 0
$ 2'f/ 000
13 PCC Driveway Approach (T=6")* SF 200 $ ;).0 $ t/-1 tJ�O 14 Root Shave* EA 58 $550 $ 31.1 '/tJO
P-1 of P-17
City Council 19 – 33 5/16/2023
Item
15 16
17 18
19 20
21 22
23 24
25 CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
ADDENDUM NO. ONE
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23
Description Qty Unit Unit Price Amount
Adjust Sewer and Drainage Manhole EA 57 $ J,J (}0 $
Frame & Cover to Finished Grade* (pf, 'I 00
Furnish and Water Valve Frame and EA 50 $ I 600 $
Cover to Finished Grade* I 1'?, 000
Adjust Survey Monument Frame and EA I $ 1/500 $
Cover to Finished Grade* I, '50 0
Furnish and Install Traffic Loops* EA 53 $ 3Lf-5 $ I 't,;}. 85 Protection of Surface Utility LS I $
Frames and Cover '/✓ 3C/5 $1,315
Catch Basin Type B (W=7') including EA I $ $
Local Depression per City STD. 302
and 305
,2:l, 000 �;)., ooo
24" RCP Storm Drain (2500-D) per LF 30 $ 111 $ ;J. 3, 3 /0 City STD. 1150 Aggregate Base (CMB)* CY 100 $ 150 $ 15✓ 000
Project Advertisement Sign EA 2 $ :;, 000 $ tf,. 000
Signing and Striping LS I $
/'f/1 .3vO $ /lf/1 3vo
Construction Permit LS I $15,000 $15,000
P-2 of P-17
City Council 19 – 34 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
ADDENDUM NO. ONE
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23
TOTAL BASE BJD(ltem 1-25) I$ J1 ?JJ; 000. OQ I

ADD AL TERNA TE BID
Item Descri1ltion
26 Junction Structure Type C per City
STD. 308*
Qty Unit
I EA
Unit Price
$ J,1, 000
Amount
$ J.11 000
The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add-alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. "i' This bid item is considered a Specialty Item per Section 3-2 of the Standard Specifications.

TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within (70) working days after the commencement date stated in the Notice to Proceed.

Slurry seal must be completed by September 29th
, 2023. All slurry seal work must meet slurry seal
weather condition requirements. If slurry seal is not completed by September 29th , liquidated
damages will be placed on the contractor.

The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $
5,400 per calendar day.

Name of Finn ONYX PAVING COMPANY, INC.

Signature of BIDDER -�----------------------·
Title COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
(If an individual, so state. If a firm or co-partnership, state the firm name and give the na;r.cs of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-3 of P-17
City Council 19 – 35 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE r,y 22-23

BIDDER'S STATEMENT
BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto.

BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten ( I 0) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned.

BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid.

In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of pe1jury that the foregoing is true and correct.

Name of Firm ONYX PAVING COMPANY, INC.

Signature of BIDDER _ ..... tY�-· ___________________ ._____ _ Title COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
(If an individual, so state. If a firm or co-partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-4 of P-17
City Council 19 – 36 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT
The undersigned contractor, or corporate officer, declares under penalty of pe1jury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct.

Contractor's Name: ONYX PAVING COMPANY, INC.

Business Address: 2890 E. LA CRESTA AVE. ANAHEIM, CA 92806 Business E-Mail Address: [email protected]
Telephone: 714-632-6699
State Contractor's License No. and Class: __ ____;c..........:
630360; A, ____________ C-12 _
License Expiration Date: --- 10/31/2023 ------------------- State Dept. of Industrial Relations (DIR)
Registration No.: -1000004798 ----------------
State Dept. of Industrial Relations (DIR)
Registration Expiration Date: ------------- 06/30/2023
Signed:

Title: COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
P-5 of P-17
City Council 19 – 37 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT
Contractor is aware of the requirements of California Labor Code Section I 720. et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance'' projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws.

City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site.

Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless f
rom any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

The undersigned certifies that the foregoing is true and correct.

Name of Firm ONYX PAVING COMPANY, INC.

Signature of BIDDER ------------------------
Title COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
(if an individual, so state)
P-6 of P-17
City Council 19 – 38 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

LIST OF SUB-CONTRACTORS
Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount:
o Streets, highways including bridge projects: ½% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: ½% of the bid
Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR).

BIDDER proposes to subcontract certain poriions of the work to the firms listed below:

Name Vt- £ t"� -f(:-y jc,e
License #/Exp. 5 "laojjl/
DIR Reg. #/Exp. /0/J(JOIJl9,2ll W3ol:l5
Location tt.n. CA . � F 7
Phone (71 tf) 9Etba3
Type Of Work iff.l /u.mtJVM
Amount$ It .Z t. ' 000. 00
COREY R. KIRSCHNER -

CEO,PRES,VP,SEC,TREA
Signature of Bidder
Name Chris; C.��tt; License #/ExJ
J. '?° =j DIR Reg. #/Exp. j)_j)__, __ --_ 4 u; 8olI u,
License# �, .... 3_.1_llL..l(l"-"tJ........_0 ________ _ Location 6:1'.rolloh CA
Phone {510) v5w · 2Rit6
Type Of Work __...5.._.fy......_1...,· p ..... i ..... ' �'-=-<f------- Amount $ j &!5. <1 li (R J P-9 of P-17
City Council 19 – 39 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

REFERENCES
The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years.

I. PLEASE SEE ATTACHED REFERENCES.

Name and Address of Owner.

Name and Telephone Number of person familiar with project.

Contract Amount Type of Work

2. PLEASE SEE ATTACHED REFERENCES.

Name and Address of owner.

Name and Telephone Number of person familiar with project.

Contract Amount Type of Work

3. PLEASE SEE ATTACHED REFERENCES.

Name and Address of owner.

Name and Telephone Number of person familiar with project.

Contract Amount Type of Work
Date Completed
Date Completed
Date Completed
The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds.

UNITED FIRE & CASUAL TY COMPANY 319-399-5700
118 SECOND AVE SE CEDAR RAPIDS, IOWA 52401

PERFORMANCE BONDING SURETY & INSURANCE BROKERAGE
15901 RED HILL AVE.TUSTIN, CA 92780 714-505-7011
P-10 of P-17
City Council 19 – 40 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

ADDITIONAL REFERENCES
The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years.

1. PLEASE SEE ATTACHED REFERENCES.

Name and Address of Owner.

Name and Telephone Number of person familiar with project.

Contract Amount Type of Work

2. PLEASE SEE ATTACHED REFERENCES.

Name and Address of owner.

Name and Telephone Number of person familiar with project.

Contract Amount Type of Work

3. PLEASE SEE ATTACHED REFERENCES.

Name and Address of owner.

Name and Telephone Number of person familiar with project.

UNITED FIRE & CASUAL TY COMPANY 319-399-5700
118 SECOND AVE SE CEDAR RAPIDS, IOWA 52401

PERFORMANCE BONDING SURETY & INSURANCE BROKERAGE
15901 RED HILL AVE. TUSTIN, CA 92780 714-505-7011
P-11 of P-17 City Council 19 – 41 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

NON-DISCRIMINATION CERTIFICATE
The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows:

I. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Contractor shall, in all solicitations or ad,·ertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.

3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

5. The Contractor shall furnish all information and reports required by Executive Order I 1246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.

6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.

P-13 of P-17
City Council 19 – 42 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

7. The Contractor shall include the portion of the sentence immediately preceding paragraph (I) and the provisions of paragraphs (I) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such prov is ions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with. litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States.

8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.

Signed: __ _,;j......__· _______________ _
Title: COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
Firm: ONYX PAVING COMPANY, INC.

Date: 04/17/2023
P-14 of P-17
City Council 19 – 43 5/16/2023

CITY OF SANTA ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23

STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS
The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall:

I. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected.

2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards.

3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council.

Signed:

Title: COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
Firm: ONYX PAVING COMPANY, INC.

Date: 04/17/2023
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City Council 19 – 44 5/16/2023

CITY OF SANT A ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23
STATEMENT REGARDING "ANTI-KICKBACK" REQUIREMENTS
The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti-Kickback" Act ( 18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of pub! ic work, to give up any part of the compensation to which he/she is otherwise entitled.

Signed: t(".

Title: COREY R. KIRSCHNER - CEO, PRES, VP, SEC, TREA
Firm: ONYX PAVING COMPANY, INC.

Date: 04/17/2023
P-16 of P-17
City Council 19 – 45 5/16/2023

CITY OF SANT A ANA

PROPOSAL
PROJECT NO.: 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23
PUBLIC CONTRACT CODE SECTION 10162 QUESTIONNAIRE
In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire:

Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented f r
om
bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation?
Yes ---- No X
If the answer is yes, explain the circumstances in the following space.

NIA
P-17 of P-17
City Council 19 – 46 5/16/2023

CITY OF SANTA ANA

CONSTRUCTION CONTRACT
PROJECT 23-6907
LOCAL STREET PREVENTATIVE MAINTENANCE FY 22-23
This CONSTRUCTION CONTRACT is made and entered into this 16th day of May, 2023 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and Onyx Paving Company, Inc (hereinafter "CONTRACTOR").

WITNESSETH:

The CITY and the CONTRACTOR, for the consideration hereinafter named, mutuaIIy agree as foIIows:

1. CONTRACTOR agrees to perform aII the work and furnish aII the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Local Street Preventative Maintenance FY 22-23 (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council.

2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the foIIowing:
• Notice Inviting Bids
• Information to Bidders
• Bid Proposal
• Bid Bond
• Contract Form
• Contract Bonds
• General Provisions
• Special Provisions
• Technical Provisions and Project Plans
• Community Workforce Agreement
• Appendices
In case of conflict between the Contract Documents, the precedence of documents shaII be as established in the Standard Specifications for Public Works Construction.

3. CITY agrees to pay and CONTRACTOR agrees to accept in fu]] payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Two MiIIion Nine Hundred Fifty Four Thousand Doilars ($2,954,000), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A."
The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work wiII correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable.

Page I of 3
EXHIBIT 4
City Council 19 – 47 5/16/2023

4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed.

5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law.

6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre-hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CW A. The CWA may be found on the City's website at: http://www.santa-ana.org/pwa/documents/CW A.pdf

7. CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY.

8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater ofTen Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price.

9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY.

10. INDEMNIFICATION.

To the fullest extent allowed by law, CONTRACTOR and its Subcontractors hereby agree to defend, indemnify, and hold harmless CITY, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter collectively referred to as "Indemnitees"), through legal counsel acceptable to CITY, from and against any liability, claims, actions, costs, damages or losses, including reasonable costs and attorney's fees, for injury, including death to any person or damage to any property, arising directly or indirectly from, or in any manner relating to, any of the following:
(i) Performance or nonperformance of the Work of Improvement by CONTRACTOR or its Subcontractors of any lower tier;
(ii) Performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents;

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Santa Ana City CouncilMay 16, 2023

Santa Ana City Council
May 16, 2023