Agenda packet — Santa Ana City Council, May 6, 2025 (part 5 of 12)

City Council 15 – 105 5/6/2025

LIMITATIONS AND EXCLUSIONS
The following activities are outside the scope of the LPR Remote Monitoring service:
 Motorola Solutions will not monitor alerts from any elements outside of the Customer’s identified LPR solution, or monitor infrastructure provided by a third party, unless specifically agreed upon in writing. Monitored elements must be within the Motorola LPR Solution and capable of sending alerts to the monitoring platform.  Customer shall inform Motorola Solutions of any changes made to the Motorola Solutions System. Motorola Solutions is not responsible or liable for Services necessary due to such changes. Additional support charges above contracted service agreement fees may apply if Motorola Solutions determines that system faults were caused by the Customer or a third party making changes to the System without written approval from Motorola Solutions.
 Monitoring of network transport, such as WAN ports, WAN Cloud and redundant paths, unless provided by supplemental service outside this standard scope.
 On-site visits required to resolve technical issues that cannot be resolved by working remotely with the Customer’s technical resource.
 System installations, hardware upgrades and expansions.  Customer training.
 Hardware repair and/or replacement.
 Network security services.
 Information Assurance.
 Customer-provided or third-party equipment, services or software not provided by Motorola.

CUSTOMER RESPONSIBILITIES
 Provide internet connectivity for the camera(s) included in this service, unless otherwise provided as agreed upon by Motorola Solutions.
 Purchase camera licenses for any cameras covered by this service.  Provide access to the camera as needed for troubleshooting efforts.  Provide continuous utility service to any Motorola Solutions supported equipment installed or used at the Customer’s premises to support delivery of the service. The Customer agrees to take reasonable due care to secure the Motorola Solutions supported equipment from theft or damage while on the Customer’s premises.  Prior to contract start date, provide Motorola Solutions with pre-defined information necessary to complete a Customer Support Plan (CSP), including:
- Incident notification preferences and procedure
- Repair verification preference and procedure
- Database and escalation procedure forms
 Submit timely changes in any information previously supplied to Motorola Solutions and included in the CSP.  Notify the CMSO when the Customer performs any activity that impacts the system. Activity that impacts the system may include, but is not limited to: installing software or hardware upgrades, performing upgrades to the network, renaming elements or devices within the network, moving (including installing/reinstalling/deinstalling) cameras, and taking down part of the system to perform maintenance. All such changes must be communicated through the opening of a Change (“CRQ) ticket with the NOC.  Allow Motorola Solutions field service technician, if designated in the CSP, access to remove Motorola Solutions-owned monitoring equipment upon cancellation of service.

QUOTE-3014423
Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.

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City Council 15 – 106 5/6/2025
 Provide Motorola Solutions with all Customer-managed passwords required to access the Customer’s system upon request, when opening a request for service support, or when needed to enable response to a technical issue.
 Pay additional support charges above the contracted service agreements that may apply if it is determined that system faults were caused by the Customer or a third party making changes to the System without written approval from Motorola Solutions, or if Customer-provided network connectivity is not capable of supporting consistent heartbeat event transmission. Additional fees may be necessary to resolve an issue, based on the exclusions above.
 Cooperate with Motorola Solutions and perform reasonable or necessary acts to enable Motorola Solutions to provide these services.

RESPONSE TIMES
In the event of an incident, a ticket is opened. Motorola Solutions will provide an initial response during normal business hours: 8:00 a.m. to 5:00 p.m, Monday through Friday; excluding statutory (Federal and State) holidays, and excluding Customer-specific holidays when a Customer representative would not be available to collaborate with the CMSO Service Desk. Motorola’s response time will be based on Customer’s local time zone.

If On-site Standard Replacement has been purchased and meets requirements, the Customer will then notify the Service Desk upon receipt of the replacement unit. Motorola will aim to have a Field Service Technician arrive onsite within 8 hours of confirmation that Customer has received the replacement unit.

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City Council 15 – 107 5/6/2025

LPR STANDARD ON-SITE REPLACEMENT STATEMENT OF WORK

OVERVIEW
Motorola Solutions’ LPR Standard On-site Replacement service provides incident management for on-site technical service requests associated with hardware replacement provided under warranty or extended warranty.

The service is delivered by Motorola’s Centralized Managed Support Operations (“CMSO”) in cooperation with a local service provider.

This Statement of Work (“SOW”), including all of its subsections and attachments, is an integral part of the applicable master agreement and any applicable addenda (“Agreement”) between Motorola Solutions, Inc. (“Motorola”) and the customer (“Customer”). All services provided under this SOW shall be governed by the terms of the Agreement.

LPR On-site Replacement Service may also be referred to herein as On-site Support.

DESCRIPTION OF SERVICE
The Motorola CMSO team will receive a request for support that may ultimately require replacement of the hardware under warranty. This replacement will then result in a request for on-site service.

The dispatched field service technician will travel to the Customer’s location to restore the system in accordance with Section 1.8: Response Times.

Motorola will manage incidents as described in this SOW. The CMSO Service Desk will maintain contact with the field service technician until incident closure.

GEOGRAPHIC AVAILABILITY
LPR Standard On-site Replacement is available in the United States where certified Motorola servicers are present. Response times are based on the Customer’s local time zone, availability of personnel and equipment, and site location.

INCLUSIONS
LPR Standard On-site Replacement Service is provided for Motorola-manufactured equipment, specifically the L6Q camera and associated solar panel, whose installed height is reachable using a maximum 14-foot A-frame ladder. In addition, the equipment must be covered by a warranty plan with advanced replacement as a prerequisite for the LPR Standard On-site Replacement Service.

LIMITATIONS AND EXCLUSIONS
The following items are excluded from this service:
 All Motorola-manufactured equipment beyond the post-cancellation support period.  Any technical service requests related to equipment or hardware no longer under warranty, third-party equipment or software, including Broadband Services and related hardware.  Physically damaged equipment.
 Accessories and consumable items including, but not limited to, batteries, connectors, cables, toner or ink cartridges, tower lighting, laptop computers, monitors, keyboards and mouse.

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City Council 15 – 108 5/6/2025
 Retrieval of video from malfunctioning LPR Cameras.
 Construction related services and poles.
 Procurement or use of a Bucket Truck or any specialized equipment for accessing or servicing equipment above 14-foot height.
 Permitting (unless otherwise agreed upon by parties in writing), local licensing and coordination and costs associated with Public Safety.
 State or City-specific specialty contractor licenses.  Procuring or coordinating traffic control where the service is to be performed.  Any electrical or utility work that may be found to be required to restore operation of the equipment.  RF infrastructure and backhaul components, including but not limited to, antennas, transmission lines, antenna dehydrators, microwave, line boosters, amplifiers (such as tower top amplifiers and bi-directional amplifiers), logging recorders, data talker wireless transmitters, short haul modems, combiners, multicouplers, duplexers, shelters, shelter HVAC, generators, UPS’s and test equipment.  Racks, furniture and cabinets.
 Tower and tower-mounted equipment
 Non-standard configurations, customer-modified equipment, and certain third-party equipment, software or solutions.
 Any services and replacements during unsafe conditions, including but not limited to Acts of God, Natural Disasters and unsafe weather and site conditions.

MOTOROLA SOLUTIONS RESPONSIBILITIES
 Receive service requests.
 Dispatch a field service technician, as necessary and in accordance with Motorola standard procedures, and provide necessary incident information.
 Provide the required personnel access to relevant Customer information, as needed.  Motorola Solutions field service technician will perform the following on-site:
- If applicable, evaluate the customer’s environment and equipment to determine the source of the issue.

This may result in restoration of camera functionality without replacement. - If necessary, replace defective LPR Equipment, per the warranty or extended warranty coverage associated with the defective equipment.
- Technician will be equipped with the tools and documentation needed to perform the work and will supply ancillary materials required to perform the service
- Update the component with the latest Firmware and/or Software updates and confirm updates.  Close the incident upon receiving notification from the Customer or Motorola field service technician, indicating the incident is resolved.
 Provide incident activity reports to the Customer, if requested.

CUSTOMER RESPONSIBILITIES
 Prior to start date, provide Motorola with the following pre-defined Customer information and preferences necessary:
- Incident notification preferences and procedure
- Repair verification preference and procedure
- Database and escalation procedure forms
 As part of service onboarding, establish a Maintenance User Account (username/login) that is to be provided to the responding on-site technician, to be utilized by the technician in effecting camera configuration as needed.

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City Council 15 – 109 5/6/2025
 Submit timely changes to any information, previously supplied to Motorola, which is needed for Motorola to perform the service.
 Provide the following information when initiating a service request:
- Serial number of Camera
- Assigned System ID number
- Problem description and site location
- Other pertinent information requested by Motorola to open an incident  Provide field service technician with prompt and safe access to equipment - Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use and maintenance of the Products and Services. Customer is responsible for providing a security detail to facilitate a safe working environment, at Motorola’s request, while a Motorola employee or servicer/subcontractor is conducting on-site demonstrations, installations or site walks. If Motorola or Customer identifies any deficiencies or non-conformities in the Site, Customer will promptly remediate such issues or the Parties will select a replacement Site.  Maintain and store software needed to restore the system in an easily accessible location.  Maintain and store proper system backups in an easily accessible location.  Cooperate with Motorola and perform reasonable or necessary acts to enable Motorola to provide these services.
 Provide a primary onsite contact to be available, as needed, to the Motorola technician.  In the event that Motorola agrees in writing to provide supplemental LPR On-site Replacement Services to Customer-provided third-party elements, the Customer agrees to obtain and provide applicable third-party consents or licenses to enable Motorola to provide the service. All services provided by Motorola in this case are provided AS IS with no warranties or representations. Additionally, Motorola disclaims all liability for any claims related to supplemental services and third-party elements.  Customer responsible to complete the advanced replacement cycle and return camera.  Customer responsible for ensuring the solar panels and camera lenses are inspected and cleaned annually.

RESPONSE TIMES
In the event of an incident, a ticket is opened. Motorola will provide an initial response during normal business hours: 8:00 a.m. to 5:00 p.m, Monday through Friday; excluding statutory (Federal and State) holidays, and excluding Customer-specific holidays when a Customer representative would not be available to collaborate with the CMSO Service Desk and onsite technician. Motorola’s response time will be based on Customer’s local time zone, availability of personnel and equipment and site location.

Upon ticket opening, the CMSO Service Desk and Technical Support will determine if a replacement camera and/or solar panel will be required to resolve the incident. Motorola will then notify Customer to request an advance replacement unit through their warranty coverage. Customer will then notify the Service Desk upon receipt of the replacement unit. Motorola will aim to have a Field Service Technician arrive on-site within 8 hours of confirmation that Customer has received the replacement unit.

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City Council 15 – 110 5/6/2025
Public Works Agency
www.santa-ana.org/pw
Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 6, 2025
TOPIC: Service Agreement for HVAC and Lighting Control Systems

AGENDA TITLE
Service Agreement with Siemens Industry, Inc. for HVAC and Lighting Control Systems Maintenance (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with Siemens Industry, Inc., for HVAC and Lighting Control System maintenance services in the amount of $705,649, plus a contingency amount of $70,565, for a total amount not to exceed $776,214 for a term beginning July 1, 2025 and expiring June 30, 2026, with provisions for four, oneyear extensions (Agreement No. A-2025-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency’s (PWA) Parks, Fleet, Facilities, and Refuse Division is responsible for the maintenance and repair of City-owned facilities, including the heating, ventilation, and air conditioning (HVAC) systems. Siemen’s Industry, Inc. (Siemen’s) currently provides maintenance and repair of control systems that regulate the Siemen’s HVAC equipment at seven locations including City Hall, Ross Annex, Main Library, Newhope Library, Corporate Yard, Santa Ana Senior Center, and the Santa Ana Regional Transportation Center. Siemen’s also provides external lighting at the Corporate Yard facility.

Santa Ana City Ordinance No. NS-3041 authorizes the City to make non-bid purchases of services, supplies, materials, and equipment whenever it shall appear that there is only one reasonably available source. Staff researched available procurement options and product offerings in the market and determined that Siemens Industry, Inc. is the sole provider capable of meeting PWA’s specifications for the maintenance of proprietary Siemens building automation control systems. Siemen’s offers specialized service and support for Siemens proprietary equipment, requiring trained technicians with access to Siemens technical service bulletins and system updates to ensure uninterrupted optimal operation of building automation and HVAC systems.

City Council 16 – 1 5/6/2025
HVAC and Lighting Control Systems Maintenance and Repair May 6, 2025

Page 2 ends

The existing agreement with Siemens expires June 30, 2025 with a total compensation amount not to exceed $661,659. Of that, $515,317 was spent for annual maintenance and as-needed repairs. To continue providing uninterrupted service and technical support for the proprietary building automation control systems, staff recommends awarding a new agreement with Siemens Industry, Inc. for a total amount not to exceed $776,214, including all available extensions (Exhibit 1). The new recommended agreement includes pricing reflective of increasing annual maintenance costs.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds will be included in the proposed Fiscal Year 2025-26 budget under the following accounts. Subsequent funding for the renewal options, if exercised, will be included in the proposed budgets for City Council consideration.

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit,
Account Description
Amount
07317100-
62320
Building
Maintenance
Building Maintenance,
Maintenance & Repair
Buildings & Ground
$129,447
2025-26
06717650-
62320
Santa Ana
Regional
Transportation
Center
PWA – SARTC
Operations,
Maintenance & Repair
Buildings & Ground
$21,574
Optional Extensions
07317100-
62320
Building
Maintenance
Building Maintenance,
Maintenance & Repair
Buildings & Ground
$131,194
2026-27
06717650-
62320
Santa Ana
Regional
Transportation
Center
PWA – SARTC
Operations,
Maintenance & Repair
Buildings & Ground
$21,866
07317100-
62320
Building
Maintenance
Building Maintenance,
Maintenance & Repair
Buildings & Ground
$133,009
2027-28
06717650-
62320
Santa Ana
Regional
Transportation
Center
PWA – SARTC
Operations,
Maintenance & Repair
Buildings & Ground
$22,167
2028-29 07317100-
62320
Building
Maintenance
Building Maintenance,
Maintenance & Repair
Buildings & Ground
$134,876
City Council 16 – 2 5/6/2025
HVAC and Lighting Control Systems Maintenance and Repair May 6, 2025

Page 3 ends

Fiscal
Year
Accounting
Unit-Account #
Fund
Description
Accounting Unit,
Account Description
Amount
06717650-
62320
Santa Ana
Regional
Transportation
Center
PWA – SARTC
Operations,
Maintenance & Repair
Buildings & Ground
$22,480
07317100-
62320
Building
Maintenance
Building Maintenance,
Maintenance & Repair
Buildings & Ground
$136,801
2029-30
06717650-
62320
Santa Ana
Regional
Transportation
Center
PWA – SARTC
Operations,
Maintenance & Repair
Buildings & Ground
$22,800
TOTAL $776,214

EXHIBIT(S)

1. Agreement with Siemens Industry, Inc.

Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 16 – 3 5/6/2025
AGREEMENT WITH SIEMENS INDUSTRY INC. TO PROVIDE HVAC AND

LIGHTING CONTROLS TECHNICAL SUPPORT AND MAINTENANCE SERVICES THIS AGREEMENT is made and entered into on this 6th day of May, 2025 by and between Siemens Industry Inc., a Delaware corporation, (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The City desires to retain a contractor to provide HVAC and lighting controls technical support and maintenance services for City facilities.

B. City and Contractor previously entered into Agreements Nos. A-2015-078, dated May 5, 2015, and A-2020-114, dated June 2, 2020, by which Contractor provided these services.

Agreement No. A-2020-114 expires on June 30, 2025.

C. City and Contractor desire to enter into another agreement to provide continuity of these services and because the respective systems are proprietary in nature.

D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the scope of work, which is attached hereto as Exhibit A and incorporated by reference.

2. COMPENSATION
a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and changes identified in Exhibit A. The total compensation for services provided shall not exceed Seven Hundred, Seventy-Sex Thousand, Two Hundred and Fourteen Dollars ($776,214) during the term of the Agreement, including any extension periods. The sum is comprised of (1) a base amount of $705,649 for the entirety of the term, including extensions, and (2) a contingency in the amount of $70,565 for the entirety of the term, including extensions.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and EXHIBIT 1
City Council 16 – 4 5/6/2025
Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on July 1, 2025 for a one (1) year term and end on June 30, 2026, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for up to four (4), one-year periods upon a writing executed by the City Manager and the City Attorney.

4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents & Data”). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
City Council 16 – 5 5/6/2025
Contractor shall procure and maintain for the duration of the Agreement, the following insurance coverages:

MINIMUM SCOPE OF INSURANCE
Contractor shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Coverage is not required if Contractor has no employees and signs request to waive such insurance.

If the Contractor maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. CGL and AL policies: City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. All required insurance policies: Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Contractor for City.

3. All required insurance policies: For any claims related to this contract, Contractor’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

4. All required insurance policies: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

City Council 16 – 6 5/6/2025

5. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Nadia Orozco, 20 Civic Center Plaza, M-11, Santa Ana, CA 92701.

The name and location of the event should be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.

Verification of Coverage
Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor’s obligation to provide them.

City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Claims Made Policies
If any of the required policies provide coverage on a claims-made basis:

1. The retroactive date must be shown and must be before the date of the contract or the beginning of work.

2. Insurance must be maintained and evidence of insurance must be provided for at least three (3) years after completion of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, Company must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

Subcontractors
Contractor shall require and verify that all sub-contractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from sub-contractors.

Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

City Council 16 – 7 5/6/2025

7. INDEMNIFICATION
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement.

9. RECORDS
Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement.

10. CONFIDENTIALITY
City Council 16 – 8 5/6/2025
If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
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Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other contractors retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.

17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

18. PROFESSIONAL LICENSES
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

City Council 16 – 10 5/6/2025

19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:

To City:

City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: (714) 647-6956
With courtesy copies to:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-5635
To Contractor:

A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded.

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the Siemens Industry, Inc.

Attention: Brian Lockridge, Sales Manager
6141 Katella Avenue
Cypress, CA 90630
City Council 16 – 11 5/6/2025
power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
[signatures on following page]
City Council 16 – 12 5/6/2025
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONTRACTOR:

City Attorney
By:

Kyle Nellesen
Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:

Nabil Saba
Executive Director
Public Works Agency
Brian Lockridge
Sales Manager
Nabil Saba
Digitally signed by
Nabil Saba
Date: 2025.04.21
11:27:25 -07'00'
City Council 16 – 13 5/6/2025

EXHIBIT A
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Public Works Agency
https://www.santa-ana.org/pw
Item # 17
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 6, 2025
TOPIC: Traffic Counting Services

AGENDA TITLE
Agreements with Transportation Studies, Inc. and National Data & Surveying Services for Traffic Counting Services (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to execute agreements with Transportation Studies, Inc. and National Data & Surveying Services for traffic counting services, in an aggregate amount not to exceed $500,000, for a term beginning May 6, 2025 and ending on May 5, 2028, with the option for two, one-year extensions (Agreement Nos. A-2025-XXX and A-2025-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency’s (PWA) Engineering Division is responsible for the administration and oversight of all Capital Improvement Projects in the City. In order to provide recommendations to improve neighborhood traffic safety in the City, PWA requires current traffic counts and field data collection services. A traffic count study is used to capture vehicle or pedestrian travel on a particular street segment for a specified duration of time. The City utilizes consultant services in order to augment City staff and secure specialized equipment needed to conduct traffic count studies. The proposed agreements provide staff access to specialized traffic analysis and neighborhood speed and safety studies, as well as the bi-annual citywide traffic volume study, pedestrian/bicycle counts, and the annual traffic signal and left-turn signal priority study. Once this data is captured, staff reviews and analyzes it to assess the potential need for traffic calming improvements such as crosswalks, speed humps, stop signs, and traffic signals.

Request for Proposals (RFP) No. 25-012 was issued on January 21, 2025 on the City’s online bid management and publication system, PlanetBids. A summary of vendor participation and results is as follows:

City Council 17 – 1 5/6/2025
Traffic Counting Services
May 6, 2025

Page 2 ends

194 Vendors notified
6 Santa Ana vendors notified
30 Vendors downloaded the RFP packet
7 Proposals received
0 Proposals received from Santa Ana
vendors
Proposals were solicited, opened on February 11, 2025, and evaluated. A total of seven consultants submitted proposals. One proposal was deemed non-responsive for failing to comply with the instructions to bidders, and therefore, was not rated. The remaining six proposals were reviewed by an evaluation committee and were rated based on experience, qualifications, project understanding, schedules, past performance, and overall proposal submittal.

Local Outreach Efforts
The Purchasing Division advertised this project on PlanetBids, which directly notified six Santa Ana vendors. Additionally, Purchasing staff performed supplemental outreach by personally contacting recommended local vendors by telephone and email to notify them of the bidding opportunity, provide registration instructions, and other general information about the bidding process. Thirty vendors downloaded the RFP and submitted a bid for consideration.

The RFP required each firm to submit their proposed fees in a separate sealed envelope that was only opened for the top two ranked consultants. The proposal rankings are shown below:

Firm City Rank
National Data & Surveying
Services
Los Angeles, CA 1
Transportation Studies, Inc. Tustin, CA 2
Quality Counts, LLC Concord, CA 3
IDAX Data Solution Long Beach, CA 4
AIM Traffic Data, LLC Anaheim, CA 5
Quality Traffic Data, LLC North Hollywood, CA 6
Counts Unlimited Riverside, CA N/A
In accordance with the RFP criteria, staff evaluated proposals and determined that National Data & Surveying Services and Transportation Studies, Inc. best met the City’s specifications, demonstrated vast experience working with similar-sized California public agencies, and offered the most competitive pricing among the firms capable of delivering the required level of service. Therefore, staff recommends awarding the aggregate agreements to National Data & Surveying Services and Transportation Studies, Inc. (Exhibits 1 and 2).

City Council 17 – 2 5/6/2025
Traffic Counting Services
May 6, 2025

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ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
Funds are budgeted and available in the following accounts for Fiscal Year 2024-25.

Funding for subsequent fiscal years will be included in the proposed budgets for City Council consideration.

Usage will be dependent on future funding, but will not exceed the total up to amount of $500,000. For any other funding not identified above, Public Works Agency (PWA) staff must obtain approval from the Finance and Management Services Agency (FMSA) by submitting a Notice to Proceed Request. This request must specify the funding source and the required dollar amount. FMSA will verify that the necessary funds are encumbered and available within the authorization and aggregate limits of these agreements. Once approved, PWA will issue a Notice to Proceed detailing the specific scope and maximum expenditure for the task.

EXHIBIT(S)

1. Agreement with Transportation Studies, Inc.

2. Agreement with National Data & Surveying Services
Fiscal
Year
Accounting UnitAccount No.Fund
Description
Accounting Unit -
Account Description Amount
2024-25
(MayJune)
03217662-66220
(25-6897)
Measure M
Street
Construction
Measure M2 Local
Fairshare, Improvements
Other Than Building
$60,000
2025-26 03217662-66220
(25-6897)
Measure M
Street
Construction
Measure M2 Local
Fairshare, Improvements
Other Than Building
$60,000
2026-27 03217662-66220
(25-6897)
Measure M
Street
Construction
Measure M2 Local
Fairshare, Improvements
Other Than Building
$100,000
Optional Two, One-Year Extensions
2027-28 03217662-66220
(25-6897)
Measure M
Street
Construction
Measure M2 Local
Fairshare, Improvements
Other Than Building
$100,000
2028-29 03217662-66220
(25-6897)
Measure M
Street
Construction
Measure M2 Local
Fairshare, Improvements
Other Than Building
$100,000
2029-30
(JulyApr)
03217662-66220
(25-6897)
Measure M
Street
Construction
Measure M2 Local
Fairshare, Improvements
Other Than Building
$80,000
Total $500,000
City Council 17 – 3 5/6/2025
Traffic Counting Services
May 6, 2025

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Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nuñez, City Manager
City Council 17 – 4 5/6/2025
ON-CALL AGREEMENT WITH TRANSPORTATION STUDIES INC. TO PROVIDE

TRAFFIC COUNTING SERVICES
THIS AGREEMENT is made and entered into on this 6th day of May, 2025 by and between Transportation Studies, Inc. (TSI), a California corporation, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. On January 21, 2025, City issued Request for Proposal (“RFP”) No. 25-012, by which it sought qualified consultants to provide on-call traffic counting services for the City’s Public Works Agency.

B. Consultant submitted a responsive proposal that was among those selected by the City.

Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP 25-012.

C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

1. SCOPE OF SERVICES
On an on-call basis, and at the City’s sole discretion, Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the scope of work that was included in RFP No. 25-012, which is attached hereto as Exhibit A and incorporated by reference.

2. COMPENSATION
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.

Consultant is one of two (2) consultants selected to provide services on an on-call basis under RFP 25-012. The total compensation for these services provided by all such consultants selected under RFP 25-012 shall not exceed the shared aggregate amount of Five Hundred Thousand Dollars ($500,000) during the term of the Agreement, including any extension periods.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and EXHIBIT 1
City Council 17 – 5 5/6/2025
Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. TERM
This Agreement shall commence on May 6, 2025 for a three (3) year term and end on May 5th, 2028, unless terminated earlier in accordance with Section 15, below. The term of this Agreement may be extended for up to two (2), one-year periods upon a writing executed by the City Manager and the City Attorney.

4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.

6. INSURANCE
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Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.

4. Professional Liability: with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

If the Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Consultant’s CGL, Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts, equipment, and personnel furnished in connection with such work or operations.

2. Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Consultant under this Agreement.

3. For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it.

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4. A severability of interest provision must apply for all the additional insureds, ensuring that Consultant’s insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer’s limits of liability.

5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium.

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Azadeh Azad. 20 Civic Center Plaza, M-43, Santa Ana, CA 92701.

The name and location of project must be included in the Description of Operations section of each certificate.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to City.

Verification of Coverage
Consultant shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant’s obligation to provide them.

City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and City Council 17 – 8 5/6/2025
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.

9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant City Council 17 – 9 5/6/2025
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein.

14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant City Council 17 – 10 5/6/2025
compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

To City:

City Clerk
City of Santa Ana
City Council 17 – 11 5/6/2025
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: (714) 647-6956
With courtesy copies to:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-5635
To Consultant:

20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney’s fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.

Transportation Studies, Inc.

Attn: Patti A. Tolton, President
2640 Walnut Avenue, Suite L
Tustin, CA 92780
Fax: (714) 508-3602
City Council 17 – 12 5/6/2025
Nabil Saba
Digitally signed by
Nabil Saba
Date: 2025.04.21
16:34:33 -07'00'
City Council 17 – 13 5/6/2025

EXHIBIT A
City Council 17 – 14 5/6/2025

CITY OF SANTA ANA
Consultant shall perform services as set forth below.

DESCRIPTION AND SCOPE OF WORK
The City of Santa Ana is issuing this Request for Proposals (RFP) for Traffic Counting Services.

Neighborhood requests for City assistance in solving intrusive traffic problems often require a series of traffic counts to be taken at specific locations over several days to confirm and then to monitor the intrusive traffic. In such a situation, it is important that the same firm be used throughout the study for consistency and reliability.

In addition to typical counts for traffic safety warrants, the annual contract for traffic counting services may also include the bi-annual citywide Average Daily Traffic study, Citywide Turning Movement study, and traffic counts for our signal priority list studies. Pedestrian counts, speed surveys, vehicle classifications (using machines) and/or other services may also be requested as part of this contract. For services not specifically listed, a price for such services will be agreed to, if requested.

From the proposals received, one or up to three firm(s) may be selected. The City will enter into an agreement with the firm(s). As traffic counting needs are identified, they will be requested on as needed basis. The City reserves the right to assign the work in any manner which will best serve the City's interests.

A. IMPLEMENTATION
I. City staff shall have the right to modify, reduce, or delete the services as needed by City.

II. The term of the contract shall be for an initial 3 years which shall commence on the date that City Council approves the award or the date that all required bonds and insurance have been approved by the City Attorney, whichever occurs last.

III. City shall retain an option to renew on the same terms and conditions as set forth herein for up to two (2) additional one-year terms, for a total maximum of 5 years.

B.SCOPE OF WORK
The Consultant shall provide necessary services for collecting traffic count data for various studies on an as-needed basis. This may include, but not be limited to 24-hour ADT counts, 24-hour entering traffic volume counts, intersection turning movement counts for 2, 4, or 6-hour, etc. periods, hourly pedestrian counts, speed surveys, and machine vehicle classifier data.

For the assigned tasks, the Consultant shall compile the traffic data and provide the following to the City:
• For each ADT volume count, a two-directional 15-minute count sheet with hourly totals per direction of travel, similar in format to the sample in EXHIBIT IV. Note: Consultant must be able to provide up to 25 simultaneous count locations for neighborhood traffic counts.

EXHIBIT I

SCOPE OF SERVICES
City Council 17 – 15 5/6/2025

CITY OF SANTA ANA
• For each entering traffic volume count, a 15-minute count sheet with hourly totals per direction of travel, containing all legs of the intersection (sample in Attachment 5). • For each manual turning movement count, a 15-minute count sheet for each count period, with the actual peak hour(s) identified (sample in Attachment 5). Note: Consultant must be able to provide up to 15 simultaneous count locations for neighborhood traffic counts or for various intersection locations throughout the City.
• For each intersection pedestrian count, a 15-minute count sheet for each count period, plus a count sheet of manual (vehicle) turning movements, if requested. Note: Counts categorized by age group may be requested for certain locations. • For the Citywide Average Daily Traffic (ADT) study:
a. Count sheets as described above. Note: Consultant should be prepared to conduct counts at 280 locations within a 2-month period.
b. "Traffic Census" booklet (summary of ADTs), 25 bound copies and the associated electronic files.
c. Traffic Flow Maps, sample in Exhibit I, will be included in the "Traffic Census" booklet.

City will furnish the street map on computer diskette, compatible with AutoCAD or Microstation. Depending on the cost provided by the Consultant, the City may choose to complete this map in-house.
d. If, due to the cost limit of the contract, more than one Consultant is needed to complete the study, the City will furnish the count data collected by the "secondary" Consultant to the "prime" Consultant who is compiling the "Traffic Census" booklet.

The "prime" Consultant will include this data in the count summary and on the flow maps of the "Traffic Census" booklet.
e. Before the Consultant(s) begin the study, a schedule will be developed in cooperation with the Consultant(s) regarding when the counts will be conducted, and when the count data and "Traffic Census" booklet will be delivered. • Computer file(s) for all counts conducted by the consultant, including manual or machine counts, in Excel spreadsheet format every three (3) months. Computerized files shall also be provided upon city’ staff request.

City Council 17 – 16 5/6/2025

EXHIBIT B
City Council 17 – 17 5/6/2025
City Council 17 – 18 5/6/2025
City Council 17 – 19 5/6/2025

ON-CALL AGREEMENT WITH NATIONAL DATA & SURVEYING SERVICES TO

PROVIDE TRAFFIC COUNTING SERVICES
THIS AGREEMENT is made and entered into on this 6th day of May, 2025 by and between National Data & Surveying Services, a California corporation, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

B. Consultant submitted a responsive proposal that was among those selected by the City.

Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP 25-012.

NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:

Consultant is one of two (2) consultants selected to provide services on an on-call basis under RFP 25-012. The total compensation for these services provided by all such consultants selected under RFP 25-012 shall not exceed the shared aggregate amount of Five Hundred Thousand Dollars ($500,000) during the term of the Agreement, including any extension periods.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and EXHIBIT 2
City Council 17 – 20 5/6/2025
Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

5. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement.

6. INSURANCE
Exhibit 3
City Council 17 – 21 5/6/2025
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Consultant.

MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.

4. Professional Liability: with limits no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.

Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:

Exhibit 3
City Council 17 – 22 5/6/2025

6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Azadeh Azad. 20 Civic Center Plaza, M-43, Santa Ana, CA 92701.

The name and location of project must be included in the Description of Operations section of each certificate.

City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and Exhibit 3
City Council 17 – 23 5/6/2025
hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.

10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant Exhibit 3
City Council 17 – 24 5/6/2025
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.

15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant Exhibit 3
City Council 17 – 25 5/6/2025
compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

To City:

City Clerk
City of Santa Ana
Exhibit 3
City Council 17 – 26 5/6/2025
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: (714) 647-6956
With courtesy copies to:

Executive Director, Public Works Agency
City of Santa Ana
20 Civic Center Plaza (M-21)
P.O. Box 1988
Santa Ana, California 92702
Fax: (714) 647-5635
To Consultant:

National Data & Surveying Services
Attn: Abraham (Avi) Tashman, President/CEO
106 N. Poinsettia Place
Los Angeles, CA 90036
Fax: (323) 375-1666
Exhibit 3
City Council 17 – 27 5/6/2025
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.

ATTEST: CITY OF SANTA ANA

Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager
APPROVED AS TO FORM:

SONIA R. CARVALHO CONSULTANT:

City Attorney
By:

Kyle Nellesen
Assistant City Attorney (title)
Tax ID#
RECOMMENDED FOR APPROVAL:

Nabil Saba
Executive Director
Public Works Agency

By:

Title:

Exhibit 3
Nabil Saba
Digitally signed by
Nabil Saba
Date: 2025.04.21
16:35:43 -07'00'
City Council 17 – 28 5/6/2025

EXHIBIT A
Exhibit 3
City Council 17 – 29 5/6/2025

CITY OF SANTA ANA
Consultant shall perform services as set forth below.

DESCRIPTION AND SCOPE OF WORK
The City of Santa Ana is issuing this Request for Proposals (RFP) for Traffic Counting Services.

A. IMPLEMENTATION
I. City staff shall have the right to modify, reduce, or delete the services as needed by City.

III. City shall retain an option to renew on the same terms and conditions as set forth herein for up to two (2) additional one-year terms, for a total maximum of 5 years.

EXHIBIT I

SCOPE OF SERVICES
Exhibit 3
City Council 17 – 30 5/6/2025

Exhibit 3
City Council 17 – 31 5/6/2025

EXHIBIT B
Exhibit 3
City Council 17 – 32 5/6/2025
Exhibit 3
City Council 17 – 33 5/6/2025
Exhibit 3
City Council 17 – 34 5/6/2025
Exhibit 3
City Council 17 – 35 5/6/2025
Exhibit 3
City Council 17 – 36 5/6/2025
Public Works Agency
www.santa-ana.org/pw
Item # 18
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 6, 2025
TOPIC: Agreement Amendment for On-Call Traffic Control Services

AGENDA TITLE
First Amendment with California Barricade Rentals, Inc. dba California Barricade and Statewide Traffic Safety and Signs dba AWP Safety for On-Call Traffic Control Services

RECOMMENDED ACTION
Authorize the City Manager to execute the first amendment to the standard agreements with California Barricade Rentals, Inc. and Statewide Traffic Safety and Signs to provide On-Call Traffic Control Services and update rates based on Consumer Price Index and/or Prevailing Wages as set by the California Department of Industrial Relations, for the remaining term of the agreement, and increase the contract amount by $510,000, for a total amount not to exceed $1,010,000 (Agreement Nos. A-2025-XXX and A-2025- XXX).

GOVERNMENT CODE §84308 APPLIES: Yes

DISCUSSION
The Public Works Agency (PWA) is responsible for the administration and oversight of all Capital Improvement Projects in the City. On February 1, 2022, the City Council awarded an aggregate agreement to California Barricade Rentals, Inc. (California Barricades) and Statewide Safety and Signs (Statewide) to provide on-call traffic control services and equipment rental for a three-year period beginning February 1, 2022 and expiring January 31, 2025, with a provision for one two-year extension. As allowed, staff exercised the extension option and this contract is now in effect until January 31, 2027.

California Barricades and Statewide have supplemented City staff by providing temporary and permanent traffic control services, necessary traffic control devices, experienced personnel, and other related equipment. Services such as work-area traffic control setup, jobsite flagging, lane closures, road closures, and detour routes have aided in maintaining safe roadways for the travelling public amidst construction activities and community events impacting traffic.

Amending the aggregate agreements to increase the contract amount will allow other agencies, such as the Parks, Recreation, and Community Services Agency (PRCSA), Santa Ana Police Department (SAPD), and the PWA Water Resources Division, to also utilize these traffic control services for their operational needs. This action will City Council 18 – 1 5/6/2025
Agreement Amendment for On-Call Traffic Control Services May 6, 2025

Page 2 ends

consolidate City agreements that provide the same services in order to help minimize contract redundancies. Consolidation of agreements will also help reduce the need for redundant administrative support and contract management. Additionally, increasing the magnitude of scale for these services between two vendors will allow the City to negotiate the total individual project costs on a case by case basis. The recommended action will allow City to reduce administrative costs and obtain best pricing for traffic control services.

Staff recommends the approval of this first amendment to increase the shared total aggregate amount of the agreement to $1,010,000 for the remainder of the contract term and accept vendor’s request to update rates based on Consumer Price Index and/or Prevailing Wages as set by the California Department of Industrial Relations (Exhibit 1-2)

ENVIRONMENTAL IMPACT
There is no environmental impact associated with the action.

FISCAL IMPACT
There is no fiscal impact at this time. Before utilizing on-call services, City staff must obtain approval from the Finance and Management Services Agency (FMSA) by submitting a Notice to Proceed Request. This request must specify the funding source and the required dollar amount. FMSA will verify that the necessary funds are encumbered and available within the authorization and aggregate limits of these agreements. Once approved, PWA will issue a Notice to Proceed detailing the specific scope and maximum expenditure for the task.

EXHIBIT(S)

1. Amendment to Agreement with California Barricade Rentals, Inc.

2. Amendment to Agreement with Statewide Traffic Safety and Signs Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency Approved By: Alvaro Nunez, City Manager
City Council 18 – 2 5/6/2025
EXHIBIT 1

FIRST AMENDMENT TO AGREEMENT WITH CALIFORNIA BARRICADE RENTALS, INC,

TO PROVIDE ON-CALL TRAFFIC CONTROL SERVICES
THIS FIRST AMENDMENT to the above-referenced agreement is entered into on May 6, 2025, by and between California Barricade Rentals, Inc., a California corporation, dba California Barricade (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The Parties entered into Agreement No. A-2022-013-02 (“Agreement”) dated February 1, 2022, to provide on-call traffic control services for the City’s Public Works Agency.

B. Contractor is one of two selected contractors to provide said services to the City pursuant to Request for Proposal #21-120 (“RFP”). Each contractor shares an aggregate total compensation amount, as detailed in the Agreement, and are paid only for actual services performed C. The Parties executed an extension under the Agreement on November 14, 2024 for an additional two (2) year period (#A-2022-013-02A) through January 31, 2027. The Agreement is current and in effect.

D. In addition to this Agreement, the City maintained a separate agreement with Contractor for services with the City’s Police Department, as well as Parks, Recreation, and Community Services Agency for similar services.

E. The Parties now wish to amend the Agreement to expand the Scope of Services to include additional department requests from the City under a single Agreement in order to increase efficiency and streamline operations. In addition, the Parties seek to increase the overall compensation to account for the additional services for those departments. No other changes are contemplated by this Amendment.

The Parties therefore agree:

1. Section 1, Scope of Services is amended to read as follows:
a. On an on-call basis, and at the City’s sole discretion, Contractor shall perform the services described in the scope of work that was included in RFP No. 21-120, which is attached as Exhibit A and incorporated in full, and as further described in Contractor’s Proposal, which is attached as Exhibit B and incorporated in full.
b. Services consistent with this Agreement shall be provided to the City’s Public Works Agency; Parks, Recreation, and Community Services Agency; and the Santa Ana Police Department.

Each department will provide written confirmation of its request for services with Contractor.

2. Section 2, Compensation, is hereby amended to read as follows:
a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit C. Contractor is one of two (2) contractors selected to provide services on an on-call basis under RFP 21-120. The total compensation for services provided by all contractors, under the term of this Agreement, including any extensions, shall not exceed the shared aggregate amount of one million ten thousand dollars and zero cents ($1,010,000).

City Council 18 – 3 5/6/2025
Exhibit 1
b. Contractor may increase its rates, detailed in Exhibit C, pursuant to updates consistent with the 12-month annual Consumer Price Index, as set by the U.S. Bureau of Labor Statistics.

Contractor may also increase rates consistent with wage rate increases noted in Exhibit C regarding DIR Prevailing Wage Determinations. Contract agrees and understands that any increase to the total compensation amount, detailed in subsection (a), above, is subject to approval by the City Council of the City of Santa Ana.
c. City agrees to compensate Contractor for any services provided for any of the new listed departments prior to the execution of this First Amendment. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice to the listed department evidencing work performed, subject to City accounting procedures.

City and Consultant agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City’s standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant’s account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall
City Clerk
Alvaro Nuñez
City Manager

APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney

CONTRACTOR
By: ________
Kyle By:

Assistant City Attorney Title:David Tangitau President

RECOMMENDED FOR APPROVAL
Digitally signed by Nabil
Saba Nabil Saba Date: 2025.04.24
08:59:04 -07'00'
_______
Nabil Saba, PE
Executive Director,
Public Works Agency
City Council 18 – 4 5/6/2025

EXHIBIT A
City Council 18 – 5 5/6/2025
Appendix
ATTACHMENT 1

SCOPE OF WORK

CITY OF SANTA ANA

REQUEST FOR PROPOSALS
FOR

ON-CALL TRAFFIC CONTROL SERVICES
RFP NO.: 21-120
Introduction / Background
The City of Santa Ana intends to retain traffic control specialist contractor(s) on an as-needed or “on-call” basis. A Professional Services Agreement will be entered into with one or more of the qualified contractor(s) to provide professional traffic control services for a variety of projects in the City.

The work consists of general traffic control services. Each project and location will vary and each will be based on task order assignment. The selected contractor(s) shall comply with all City, local, State and Federal traffic related regulations. On occasions, the selected contractor(s) will be asked to provide professional engineering traffic plans for specific task orders, based on an agreed-upon specific scope of services and fees.

Scope of Services
The work consists of temporary and permanent traffic control services and the necessary traffic control devices, personnel and related equipment generally consisting of the following and not limited to:
• PSMS citywide measure campaign
• Work area traffic control setup
• Job site flagging
• Lane closures
• Sidewalk closure
• Road closures (includes installation of K-Rail or water filled K-Rail and water truck used to fill plastic K-Rail container)
• Vehicle, bicycle and pedestrian detours
• Special event and traffic control set-up and pick-up
• Maintenance of Traffic Control zone (reset and replace missing delineators and barricades, etc… equipment)
The City’s Project Manager will notify the contractor(s) when traffic control services are needed.

The contractor(s) must be able to respond within a 48-hour period for planned services and within 2-hours of an emergency task order.

City of Santa Ana RFP 21-120
Page A1-1
City Council 18 – 6 5/6/2025
Note – Contractor(s) may be required to furnish material, equipment and supplies. Work may be performed after hours which may require specific equipment for night time work.

The Project manager or his/her(s) duly authorized representative will monitor the contractor(s) operations and on periodic basis to assure compliance with proper traffic control and safety procedures.

The selected contractor(s) must have the expertise, experience, and demonstrated resources available to perform the work described in this RFP.

Project Management, Equipment/Supplies:

The contractor(s) services and materials shall be in accordance with the provisions, guidelines and specifications detailed here in and not limited to the latest editions of the following: Manual on Uniform Traffic Control Devices (MUTCD), Work Area Traffic Control Handbook (WATCH), American Association of State Highway and Transportation Officials (AASHTO), Caltrans, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional Standards established by the City of Santa Ana standard plans section 1125F, and or federal, state and local guidelines established in the project.

All vehicles involved in the traffic control job order shall be clearly identified, and any vehicle participating in traffic control setups and takedowns must have all warning and flashing signs properly and fully functional including and not limited to: warning signs, flashing lights, arrow boards, and safety backup alarms. Traffic mounted attenuators will be required for traffic control performed on major arterial streets.

The contractor(s) shall have project management control procedures in effect during the entire time work is being performed under the Agreement. This task shall include the following:
• Project Management Plan- the consultant shall provide a detail management plan including information and coordination to ensure compliance and completion of the job order tasks • Quality Control/Quality Assurance (QA/QC) Plan
• Project Schedule/Invoicing
• Project Correspondence
In case of conflict, ambiguities, discrepancies, errors, or omissions, the contractor(s) shall submit the matter to the City for clarification.

The following services/items shall include, but are not be limited to:

1. If included in the on-call project scope, attend meetings with the City staff as required.

2. The contractor(s) shall coordinate the work with the proper regulatory agencies and have their respective representatives on site if required.

3. Contractor shall monitor all traffic control setups to ensure proper functioning and or to repair damaged or missing traffic control.

City of Santa Ana RFP 21-120
Page A1-2
City Council 18 – 7 5/6/2025

4. The contractor(s) personnel shall be responsible and carry themselves in a professional manner to the general public and City Staff at all times while performing work for the City. The City reserves the right, at the sole discretion of the project manager, and may request the contractor(s) to remove any employee and or sub-contractor(s) for any reason deem detrimental to the City and the safety of the public.

5. The City reserves the rights to contract for and perform other or additional work on or near the work covered by these specifications. When separate contracts are let within the limits of any one project, each contractor shall conduct his work so as not to interfere with or hinder the progress or completion of the work being performed by other contractors. Contractors working on the same project shall cooperate with each other as directed. Each contractor involved shall assume all liability, financial or otherwise, in connection with this contract and shall protect and save harmless the City from any and all damages or claims that may arise because of inconvenience, delays, or loss experienced by him because of the presence and operations of other contractors working within the limits of the same project.

All information regarding the job order and or documentation related to the project and approved by the City, will then become property of the City.

A more detailed scope of work will be provided when/if a specific project or Task Order proposal is requested from the contractor(s). All tasks orders shall include the staff title, hours, hourly rate and totals as related to the project. (See Fee Proposal Section).

City Responsibilities:

The City will provide information in its possession relevant to the preparation of the required information in the RFP. The City will provide only the staff assistance and the documentation specifically in referred to herein.
• Furnish scope of work and provide general direction as needed for the assigned project • All plan check coordination within the City
• Advertise, award, and administer of contract
• Electronic files (sample plans & specifications, City of Santa Ana’s CADD Standards) if needed
Fee Proposal:

In addition to Section IV.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows:

The fee proposal shall include the company’s standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this this documents. A list of all positions and hourly rates required to perform the services described herein. Equipment and material costs/fees to perform Traffic Control should be listed in fee schedule. A more specific scope of work will be provided when/if a project or Task Order proposal is requested from the contractor(s).

City of Santa Ana RFP 21-120
Page A1-3
City Council 18 – 8 5/6/2025
Other Terms and Conditions:

1. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission.

2. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and fee proposals.

3. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project.

4. Accessibility. The Contractor shall fully inform himself regarding any particularities and limitations of the space available for the work to be performed. The contractor(s) shall exercise due and particular caution to determine that all parts of his work are made quickly and easily accessible.

5. Cleanup during performance and upon completion of the work for this project contractor will remove all unused equipment of service, all excess or unsuitable material, trash, rubbish, and debris, and legally dispose of same, unless stated or directed otherwise by these specifications.

Contractor shall leave the entire area clean in an acceptable condition as approved by the City.

6. Examination of Specification and Site. Contractor is expected to carefully examine the site of the proposed work and all proposal specifications, documents, and forms. He shall satisfy himself as to the character, quality, and quantities of work to be performed, materials to be furnished and the requirements of the proposed specifications.

7. Independent Contractor. In accepting this contract, Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder.

Contractor further covenants that, in the performance of this contract, no subcontractor or person having such an interest shall be employed. Contractor certifies that to the best of his knowledge, no one who has or will have any financial interest under this contract is an officer or employee of City. It is expressly agreed by Contractor that in the performance of the services required under this contract, Contractor, and any of its subcontractors or employees, shall at times be considered independent contractors and not agents of City.

8. Protection of Public. Adequate warning devices, barricades, guards, flagmen or other necessary precautions shall be taken by the contractor to give advanced and reasonable protection, safety and warning to persons and vehicular traffic concerned in the area.

9. Unknown Obstructions. Should any unknown obstruction be encountered during the course of this contract the Contractor immediately bring it to the attention of the City. The contractor shall be responsible for the protection of all existing equipment, furniture, or utilities encountered within the work area.

10. Rejection of Work. Contractor agrees that the City has the right to make all final determinations as to whether the work has been satisfactorily completed.

City of Santa Ana RFP 21-120
Page A1-4
City Council 18 – 9 5/6/2025

11. Independent Contractor. In accepting this contract, Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder.

12. Subcontractors
• Contractor agrees to bind every subcontractor to the terms of the Agreement Documents as far as such terms are applicable to subcontractor’s portion of The Work.

Contractor shall be as fully responsible to the City for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by its subcontractors, as Contractor is for acts and omissions of persons directly employed by Contractor. Nothing contained in these Agreement Documents shall create any contractual relationship between any subcontractor and the City. • The City reserves the right to approve all subcontractors. The City’s Approval of any subcontractor under this Agreement shall not in any way relieve Contractor of its obligations in the Agreement Documents.
• Prior to substituting any subcontractor listed in the Proposal Forms, Contractor must comply with the requirements of the Subletting and Subcontracting Fair Practices Act pursuant to California Public Contract Code section 4100 et seq.

13. Safety Requirements/Violations
• Safety at the Project site during performance of the work is of paramount concern to the City. Accordingly, the City will review violations recorded as serious or willful for federal or state OSHA regulations within the last five (5) years. • Contractors must identify the number of OSHA violations on the CONTRACTOR’S INDUSTRIAL SAFETY RECORD form. Any serious or willful violation may render a proposal as non-responsive. We strongly encourage full disclosure, since failure to identify all violations on the CONTRACTOR’S INDUSTRIAL SAFETY RECORD form may result in rejection of the proposal as non-responsive or the contractor as nonresponsible following a hearing • A citation properly appealed through OSHA is not considered to be a violation until the matter is closed and considered final by OSHA. The City still expects this information to be disclosed by the contractor, with an explanation and documentation showing that the matter is properly under appeal with OSHA and not considered closed or final. Failure to be forthcoming with this information may result in rejection of the proposal as non-responsive. Notwithstanding the preceding, the City may waive this criterion in its sole and absolute discretion.

City of Santa Ana RFP 21-120
Page A1-5
City Council 18 – 10 5/6/2025
• Describe your safety measures plan to assure the City that all applicable OSHA regulations will be adhered to with the inclusion of an Injury and Illness Prevention Program.

City of Santa Ana RFP 21-120
Page A1-6
City Council 18 – 11 5/6/2025

EXHIBIT B
City Council 18 – 12 5/6/2025
RFP NO. 21-021
On-Call Traffic Control Services

CITY OF SANTA ANA
Santa Ana Public Works Agency
Respectfully submitted to:

Respectfully submitted by:

City Council 18 – 13 5/6/2025
City of Santa Ana
RFP 21-120 Submittal
On-Call Traffic Control Services
Cover Letter
Contract Agreement Statement
City Council 18 – 14 5/6/2025
City Council 18 – 15 5/6/2025
City Council 18 – 16 5/6/2025
City of Santa Ana
RFP 21-120 Submittal
On-Call Traffic Control Services
Company and Team Experience
Understanding of Need
Financial Capacity and Availability
References
Scope of Services and Schedule
City Council 18 – 17 5/6/2025

FIRM & TEAM EXPERIENCE

ORGANIZATIONAL CHART
California Barricade, Inc. is a California Subchapter S Corporation and has been in business since 1984 providing work zone traffic control services and rental and sale of temporary traffic control devices. We service a variety of industries including, but not limited to: state and local governments, municipalities, paving, construction, environmental, pipeline, and entertainment companies.

We have held our C-31 work zone traffic control contractor’s license (785733) uninterrupted since this class was instituted in the year 2000. At that time, California Barricade, Inc. was grandfathered in when we were recognized as one of the few leading experts in the field.

California Barricade, Inc. employs highly trained ATSSA certified traffic control supervisors, traffic control technicians, flaggers, and traffic plan designers. They undergo training on a continuous basis. Their training and expertise gives them a working knowledge of how to accurately perform in diverse traffic situations per specifications outlined in traffic control plans, Caltrans Standard Plans and Specifications, California Manual on Uniform Traffic Control Devices (CAMUTCD), California Temporary Traffic Control Handbook (CATTCH) California Joint Utility Traffic Control Manual (CJUTCM), and the Work Area Traffic Control Handbook (WATCH).

Employees of California Barricade, Inc. hold certifications in the following safety programs:
.
.
.
.
.
.
.
.
.
.

ATSSA Certified Traffic Control Supervisor
ATSSA Certified Traffic Control Technician
ATSSA Certified Flagger
ATSSA Certified Traffic Control Design Specialist
Loss Prevention System
API Worksafe
Passport Safety Program
OSHA 10 Hour Occupational Safety & Health
OSHA 40 Hour HAZWOPER
NSC Defensive Driving
City Council 18 – 18 5/6/2025
Organizational Chart
Mark Hurst
President
O (714) 558-8474 M (714) 679-5856
Kellie Hurst
Vice President
O (714) 558-8474 M (714) 679-5857
[email protected] [email protected] David Tangitau
General Manager
O (714) 558-8474 M (714) 721-7761
[email protected]
Joni Watson
Chief Financial Officer
O (714) 558-8474
[email protected]
Owen Vaea Julie Escobar
Accounts Receivable
O (714) 558-8474
Operations Manager|Plan Design
O (714) 558-8474 M (714) 721-7833
[email protected] [email protected] Roger Caneda
Estimating|Plan Design
O (714) 558-8474 M (714) 715-2399
[email protected]
Client Specialists
Sitina Vaea
O (714) 558-8474
[email protected]
Christina Novoa
O (714) 558-8474
[email protected]
ATSSA Certified Traffic Control Supervisors, Technicians, Flaggers, Plan Designers Steven Aguilar
(714) 380-1164
Gilberto Panameno
(714) 679-5863
Tanoa Seau
(714) 497-9725
Roger Caneda
(714) 715-2399
Ernesto Rivera
(714) 785-2405
Edward Semaia
(714) 679-5861
Adrian Cruz
(714) 450-5569
Andrew Rodriguez
(714) 679-6293
Jeff Sin
(714) 721-7817
Mark Gomez
(714) 558-8474
Andrew Rodriguez, Jr.
(714) 558-8474
Amanake Vaea
(714) 721-7828
Jose Gonzalez
(714) 476-4490
Eric Rodriguez
(714) 497-7765
City Council 18 – 19 5/6/2025
David Tangitau | General Manager
Mr. Tangitau has 19 years of extensive experience within the work zone traffic control industry. Initially hired as a flagger, he quickly progressed to a certified technician. Gaining significant experience, he advanced to a certified traffic control supervisor. During his time of gaining experience specific to work zone traffic control, he also gained invaluable experience managing crews and engaging with clients on job sites. Currently, he oversees all projects for California Barricade Rentals, Inc., and has developed a team of well trained, safety focused, certified technicians and flaggers.

Registrations/Certifications
 ATSSA Certified Traffic
Control Supervisor
ATSSA Certified Traffic
Control Technician
ATSSA Certified Flagger
40 Hour HAZWOPER
LPS Certified
API WorkSafe Certified
NSC Defensive Driving
Certified






Relevant Experience
. City of Santa Ana
Mr. Tangitau provides oversight of projects with extensive and diverse traffic control scenarios for the Water Resources Departments, and for all city-wide community events requiring traffic/crowd control.

Areas of Expertise



Project management
specific to the scope of
work zone traffic control.

Crew development,
training, and project
specific preparation.
. Irvine Ranch Water District
Mr. Tangitau provides oversight of projects with extensive and diverse traffic control scenarios for both scheduled and emergency response traffic control related to water and sewer operations.

Project specific site . GeoSyntec Consultants, Inc. (Caltrans) Mr. Tangitau provides oversight of projects with extensive and diverse traffic control scenarios on Southern California highways for Caltrans projects managed by GeoSyntec
Consultants, Inc.
. GHD, Multiple Southern California Sites
Mr. Tangitau provided oversight of projects with extensive and diverse traffic control scenarios for environmental related activities.
assessments with an eye
toward well executed and
sometimes creative work
zone traffic control in
challenging locations.
. RL Clotworthy (Verizon 5G)
Mr. Tangitau provides oversight of projects with extensive and diverse traffic control scenarios for infrastructure related activities.
. Ninyo & Moore, Multiple Southern California Sites
Mr. Tangitau provided oversight of projects with extensive and diverse traffic control scenarios for environmental related activities including well installation and abandonment as well as sampling and monitoring.

City Council 18 – 20 5/6/2025
Owen Vaea | Operations Manager, Safety Supervisor
Mr. Vaea has 12 years of extensive experience within the work zone traffic control industry. Initially hired as a flagger, he quickly progressed to a certified technician. Gaining significant experience, he advanced to a certified traffic control and safety supervisor. During his time of gaining experience specific to work zone traffic control, he also gained invaluable experience managing crews and engaging with clients on job sites. Currently, he oversees all projects for California Barricade Rentals, Inc., and has developed a team of well trained, safety focused, certified technicians and flaggers. Mr. Vaea also has vast experience developing site specific work zone traffic control plans.

Registrations/Certifications



ATSSA Certified Traffic
Control Supervisor
ATSSA Certified Traffic
Control Design Specialist
ATSSA Certified Traffic
Control Technician





ATSSA Certified Flagger
40 Hour HAZWOPER
LPS Certified
API WorkSafe Certified
NSC Defensive Driving
Certified
Relevant Experience
. City of Santa Ana
Mr. Vaea provides oversight of projects with extensive and diverse traffic control scenarios for the Water Resources Departments, and for all city-wide community events requiring traffic/crowd control.

Areas of Expertise



Project management
specific to the scope of
work zone traffic control.

Crew safety training and
project specific safety
preparations.
. Irvine Ranch Water District
Mr. Vaea provides oversight of projects with extensive and diverse traffic control scenarios for both scheduled and emergency response traffic control related to water and sewer operations.

Project specific site . GeoSyntec Consultants, Inc. (Caltrans) Mr. Vaea provides oversight of projects with extensive and diverse traffic control scenarios on Southern California highways for Caltrans projects managed by GeoSyntec
Consultants, Inc.
assessments with an eye
toward well executed and
sometimes creative work
zone traffic control in
challenging locations.

Expert development of
traffic control plans
specific to site location
and governing agency
regulations.
. GHD 
Mr. Vaea provides oversight of projects with extensive and diverse traffic control scenarios for environmental related activities.
. RL Clotworthy (Verizon 5G)
Mr. Vaea provides oversight of projects with extensive and diverse traffic control scenarios for infrastructure related activities.

City Council 18 – 21 5/6/2025

UNDERSTANDING OF NEED
California Barricade, Inc. has vast experience in meeting the traffic control requirements for the City of Santa Ana. As an approved vendor since the early 1990’s, we have expanded substantially the level of service and commitment to the City. We have, and will continue to provide excellent service and response to both City employees, and outside organizations that work within city limits.

Experts in Our Field
California Barricade, Inc. has been in business as a C-31 Work Zone Traffic Control service provider since 1984, and employs only ATSSA Certified Traffic Control Supervisors, Technicians, and Flaggers.

We have a command of MUTCD, WATCH, AASHTO, Caltrans standard plans, and the SAMC. We possess the ability to design and read all manner of traffic control plan. The ongoing intensive training and refreshing that our field personnel receive is the highest level available in our industry.

Commitment to Safety
The safety culture at California Barricade, Inc. is vibrant and engaging. Every employee is committed to everyone they work with, on and off the job site, going home safe every day. Considerable time and resources are invested in training, behavior, awareness, and communication. Daily tailgate talks, and monthly safety meetings equip all employees with the tools needed to do their job safely.

Customer Service Excellence
The City of Santa Ana has enjoyed, and will continue to enjoy access to all California Barricade, Inc. support personnel. Every employee is committed to a positive and productive relationship with City personnel.

Mark Hurst President
Kellie Hurst
David Tangitau
Owen Vaea
Sitina Vaea
Julie Escobar
Vice President/Contracts
General Manager
Operations Manager|Safety Supervisor
Quotes/Scheduling/Insurance
Billing
Timely Proposal Processing
Immediately upon request, our team of qualified employees will properly assess the required field operations, and prepare a proposal according to the needs of the City. Typical turn-around time is 1-2 business days. In the event a site visit is required, the proposal may take 2-4 days. Every effort will be made to provide proposals within the timeframe communicated by the City.

Pre-field Meeting Attendance
California Barricade, Inc. has faithfully attended, and fully participated in pre-field meetings, and will continue to do so. We will use those opportunities to build relationships, better understand the scope of work, and the needs of those involved in the planning. This allows us to enhance our level of service to properly respond to concerns about safety, and the goal to insure systematic field operation.

Professional Engagement with All Departments
Currently, California Barricade, Inc. has a very positive working relationship with all involved departments of the City. We are committed to continuing to serve the Public Works Agency well.

Representatives from any City department can be assured that the level of response and commitment by California Barricade, Inc. will be unparalleled.

Continued…
City Council 18 – 22 5/6/2025
Work Related Traffic Control Plans
Both the City, and outside organizations who work within the City may require traffic control plans.

California Barricade, Inc. provides plan design per regulations outlined in the WATCH Manual or CAMUTCD. Plans will be drawn specific to the scope of work provided by the City. Oversite by the City’s Traffic Engineering Department is welcomed.

Work Zone Traffic Control
Once the scope of work has been determined, and plans and permits are in place, our experienced traffic control technicians will begin the process analyzing the plans for proper execution. Execution may vary by work scope, and as much as possible, traffic control devises will be pre-staged for rapid placement when work begins. Technicians will dispatch with all necessary information, plans, vehicles, and equipment necessary to meet or exceed the requirements for the field operation.

Job Related Response Time
California Barricade, Inc. is located within the City of Santa Ana, as are some of our technicians. This gives us the ability to mobilize and respond at any time the City requires. While it is not typical the City would require our services on an emergency basis, they certainly could, and will be met with a rapid 1- 2 hour response.

Quality Assurance
Every task performed in support of the City and outside organizations, will be done with an emphasis on professionalism, safety, quality, excellence, and timeliness. Procedures are in place that assure the City any request that is made will be addressed immediately, and accurately.

Timely and Accurate Billing
We will continue our commitment to provide timely and accurate invoices to either the City or outside organizations. Invoices will directly correlate to the proposal, and may include any service or equipment adjustments made in the field, and approved by the client.

Wrap-up Meeting Attendance
When invited, California Barricade, Inc. will faithfully attend, and fully participate in wrap-up meetings.

We will use those opportunities to better understand the impact of our service to the City, and make any adjustments needed. We will share anything learned that will insure traffic control for future projects be as safe and efficient as possible.

City Council 18 – 23 5/6/2025

PAST PROJECTS & REFERENCES

INDICATING FINANCIAL CAPACITY & AVAILABILITY
Client Name City of Santa Ana Water Resources Department Contact Name
Phone/Email
Project Dates
Jaime Bermudez
(714) 351-4515 [email protected]
Ongoing since 2021
Project Description On-call work zone traffic control services Client Name
Contact Name
Phone/Email
Project Dates
Irvine Ranch Water District
Scott Beltran
(949) 453-5717 [email protected]
Ongoing since 1998
On-call and emergency response work zone traffic control services for collections, construction, and maintenance departments. Project Description Client Name
Contact Name
Phone/Email
Project Dates
RL Clotworthy Construction, Inc.

Dean Hinson
(951) 693-5130 [email protected]
Ongoing since 2020
On-call response work zone traffic control services for Verizon 5G infrastructure operations. Project Description
Client Name
Contact Name
Phone/Email
Project Dates
Orange County Water District
Ben Lockhart
(714) 378-3293 [email protected]
Ongoing since 2009
Project Description On-call work zone traffic control services.

Client Name
Contact Name
Phone/Email
Project Dates
Ocean Blue Environmental Services, Inc.

Ed Acosta
(562) 429-8612 [email protected]
Ongoing since 2010
Project Description Emergency response work zone traffic control services.

City Council 18 – 24 5/6/2025

SCOPE OF SERVICES AND SCHEDULE
Monitored After Set-Up
Work Scope Personnel Equipment Timeline
Exclusion zone(s)
including but not limited
to:

Flashing Arrow Boards
Cones or Delineators
Type I and/or Type III
Barricades
Advanced Warning Signs
Construction Area Signs
1-2 hours to mobilize
Set-up is scope
specific, estimate 30-
60 minutes for typical
lane closure
ATSSA Certified
.
.

Lane Closure(s) Traffic Control Supervisor(s)
Road Traffic Control Technician(s)
Closure(s)
. Detour(s)
Advanced Warning Signs
Stop/Slow Paddles
Two-way Communication
Flashlight or Signal Wand
Balloon Lights
1-2 hours to mobilize
and set flagger stations Flagging Operation(s) ATSSA Certified Flagger(s) TMA (Scorpion) on truck
mounted with flashing arrow 1-2 hours to mobilize
board
Truck Mounted
Attenuator
ATSSA Certified
TMA Operator
ATSSA Certified & Trained
Special Event Install & Traffic Control Supervisor(s) Mobilization, staging, and set up is scope
specific
Scope related traffic control
Remove Traffic Control Technician(s) devices
Laborer(s)
Unattended After Task
Work Scope Personnel Equipment Timeline
2-4 hours port to port
depending on size of
closure and/or detour
route
ATSSA Trained
Traffic Control Technician
Scope related traffic control
devices Closure Maintenance
Sidewalk Closure(s)
Advanced Warning Signs
Sidewalk Closure Signage
Cones or Delineators
Cone Bars
Caution Tape
Type I Barricades or
Delineators
ATSSA Trained
Traffic Control Technician 2 hours port to port
2 hours port to port Temporary No Parking
Zone(s) Laborer Temporary No Parking or
Tow Away Signs
Traffic control if needed
5’, 10’, or 20’ Concrete Krails
Reach Forklift or Boom
Truck
Crash Array or SLED
specific to speed limit
Reflectors & Directional
P-Markers
ATSSA Certified
Traffic Control Technician(s)
Flatbed truck driver
Reach Forklift Operator -orBoom Truck Operator
Depends on quantity
Estimate 4 hours for
every 20 pieces
Installation of Concrete
Krail
6’ Guardian (42”) or 6’ Water
Wall (36”) Water Barriers
with
ATSSA Certified
Traffic Control Technician(s)
Helper(s)
Depends on quantity
Estimate 2 hours for
every 20 pieces
Installation of Water
Barriers
City Council Locking Pins 18 – 25 5/6/2025
Unattended After Task (continued)
Personnel Equipment
Water truck with appropriate Depends on quantity
Work Scope Timeline
Water Delivery Service Water truck operator hoses Estimate 2 hours for Water Meter every 20 water barriers
Mobilize Changeable
Message Sign
1-2 hours per CMS
port to port Laborer Pre-programmed CMS
Development Services
Scope Personnel Timeline
Manager
Supervisor
Safety Supervisor
Estimator
A representative of CBR familiar with the project will be available at the City’s convenience for pre-field
meetings.

Pre-Field Meeting
A representative of CBR familiar with the project will be available at the City’s convenience for post-field
meetings.

Manager
Supervisor Post-Field Meeting
Typical: 5-7 business days
ATSSA Certified Traffic
Control Design Specialist
Expedited 2-4 business days
In every case, CBR will respond according to the
needs of the City. Traffic Plan
Development Typical: 10-15 business days
Expedited 5-7 business days
In every case, CBR will respond according to the
needs of the City.

Traffic and/or Civil Engineer
California Barricade, Inc. is located within city limits and will respond to emergency calls in 1-2 hours. If the work scope is vast, an advance crew will arrive within 2 hours and additional technicians will mobilize accordingly.

All California Barricade, Inc. vehicles and equipment are clearly identified with the company logo and phone number. All traffic control vehicles and truck mounted attenuators are fully equipped with functional beacons, flashing lights, and strobes. Flashing Arrow Boards and/or Changeable Message Signs will be either truck or trailer mounted.

High visibility reflective equipment to be used for night work. As will light towers and balloon lights if the work scope requires it.

All exclusion zones to be set in accordance with the provisions, guidelines and specifications detailed in the latest editions of the following: California Manual on Uniform Traffic Control Devices (CAMUTCD), Work Area Traffic Control Handbook (WATCH), American Association of State Highway and Transportation Officials (AASHTO), Caltrans, the Americans with Disabilities Act, the City of Santa Ana Municipal Code (SAMC), professional standards established by the City of Santa Ana standard plans section 1125F, and or federal, state and local guidelines established in the project.

In some cases, specific ADA equipment may not be available for services or rental. The City may be required to purchase certain ADA items. Advance notice by the City will ensure availability.

City Council 18 – 26 5/6/2025
City of Santa Ana
RFP 21-120 Submittal
On-Call Traffic Control Services
Certifications
City Council 18 – 27 5/6/2025
City Council 18 – 28 5/6/2025
City Council 18 – 29 5/6/2025
City Council 18 – 30 5/6/2025
City Council 18 – 31 5/6/2025
City Council 18 – 32 5/6/2025
City Council 18 – 33 5/6/2025
City Council 18 – 34 5/6/2025
City Council 18 – 35 5/6/2025
City Council 18 – 36 5/6/2025
City Council 18 – 37 5/6/2025
City of Santa Ana 20 Civic Center Plaza Room 429 Santa Ana, CA 92701 Sonia Batres (714) 571-4227 | Jaime Bermudez (714) 351-4515 $495,293 | $300,000 Event related & work zone traffic control services Ongoing since 1998 Irvine Ranch Water District 15600 Sand Canyon Avenue Irvine, CA 92619 Scott Beltran (949) 453-5717
Open Work zone traffic control services Ongoing since 1995 Geosyntec Consultants, Inc. (Caltrans) 3043 Gold Canal Drive Ste 100 Rancho Cordova, CA 95670 Andy Andrews (916) 637-8048
Open Work zone traffic control services Ongoing
Elmco Insurance Richard Campoli (714) 361-1911 [email protected] 1904 North Main Street Santa Ana, CA 92706
City Council 18 – 38 5/6/2025
Orange County Water District P.O. Box 20845 Fountain Valley, CA 92728 Ben Lockhart (714) 378-3293
Open Work zone traffic control services Ongoing since 2009 R.L. Clotworthy Construction, Inc. (Verizon 5G) 41550 Reagan Way Murrieta, CA 92562 Dean Hinson (951) 693-5130
Open Work zone traffic control services Ongoing since 9/2020 City Council 18 – 39 5/6/2025
City Council 18 – 40 5/6/2025
City Council 18 – 41 5/6/2025
x
City Council 18 – 42 5/6/2025
Intentionally left blank.

City Council 18 – 43 5/6/2025
City of Santa Ana
RFP 21-120 Submittal
On-Call Traffic Control Services
Supporting Documents
City Council 18 – 44 5/6/2025
City Council 18 – 45 5/6/2025
City Council 18 – 46 5/6/2025
City Council 18 – 47 5/6/2025
Printed on: 6/9/2021 10:20:39 AM
To verify most current certification status go to: https://www.caleprocure.ca.gov Oꢀice of Small Business & DVBE Services
Certification ID: 25944 Email Address:
[email protected] Legal Business Name:

California Barricade Rentals, Inc. Business Web Page:
www.californiabarricade.com Doing Business As (DBA) Name 1:

California Barricade Rentals, Inc. Business Phone Number:
714/558-8474
Doing Business As (DBA) Name 2:

California Barricade, Inc. Business Fax Number:
714/558-3821 Address:
1550 E. Saint Gertrude Place
Santa Ana
Business Types:

Construction , Non-Manufacturer , Service
CA 92705
Certification Type Status From To
SB(Micro) Approved 06/08/2021 06/30/2023
Stay informed! KEEP YOUR CERTIFICATION PROFILE UPDATED! -LOG IN at CaleProcure.CA.GOV
Questions?
Email: [email protected]
Call OSDS Main Number: 916-375-4940
707 3rd Street, 1-400, West Sacramento, CA 95605
City Council 18 – 48 5/6/2025

EXHIBIT C
City Council 18 – 49 5/6/2025

LABOR FEE PROPOSAL
2022 Prevailing Wage
M-F
Hourly
Saturday
Hourly
Sunday
Hourly
1 technician - 4 hour minimum $125.00 $145.00 $165.00
Overtime after 8 hours – per technician
Overtime after 12 hours – per technician
$145.00
$165.00
$145.00
$165.00
$165.00
$165.00
1 supervisor – 4 hour minimum
Overtime after 8 hours – per supervisor
Overtime after 12 hours – per supervisor
$145.00
$165.00
$185.00
$165.00
$165.00
$185.00
$185.00
$185.00
$205.00
2022 Standard Wage
M-F
Hourly
Saturday
Hourly
Sunday
Hourly
$135.00
$155.00
Mobilization & demobilization – per technician
Mobilization & demobilization – per supervisor
$95.00
$115.00
$115.00
$135.00
Daily
Attenuator vehicle (without operator) $395.00
Service Descriptions: Work area traffic control set-up, monitoring, removal, flagging operations, lane closures, road closures, detours, installations & removals, and special events.

Prices will escalate according to bi-annual increases on the DIR Prevailing Wage Determinations.

A ‘not to exceed’ amount is directly related to the number of occurrences required by the City.

City Council 18 – 50 5/6/2025

RENTAL FEE PROPOSAL

RENTAL ITEM DAILY WEEKLY

0.60 MONTHLY
Flasher only $
$

0.15 0.55
$
$
$
$

1.80 Type B flasher 2.20 6.60
Type l barricade $
$
$
$

0.25 0.28

0.70 0.83
$
$
$
$

1.00 1.10

2.80 3.30
$
$
$
$

3.00 3.30

8.40 9.90
Type l barricade w/ flasher
Type l barricade w/ sign
Type l barricade w/ flasher & sign
Type lll barricade $
$
$
$

1.38 1.65

1.93 2.20
$
$
$
$

5.50 6.60

7.70 8.80
$
$
$
$

16.50 19.80

23.10 26.40
Type lll barricade w/ flasher
Type lll barricade w/ sign
Type lll barricade w/ flasher & sign
Sign only (aluminum, mesh or reflective) $ 0.55 $ 2.20 $ 6.60 Advance warning signs 36 x 36 or 48 x
48 Mesh or reflective sign w/ stands & flags
-orAluminum signs on a-frame sign stands
$
$

1.10 1.25
$ 4.40

5.00 $
$

13.20 Advance warning signs w/flasher $ 15.00
10’ parade barricades $
7’6” pedestrian barricades
$
$

1.65 3.30

6.60 13.20
$
$

19.80 $ 39.60
39” delineator (12 lb. base)
Delineator base only (12 lb.)
28” traffic cones reflective (7 lb.)
Traffic drums (25 lb. base)
$
$
$
$

0.20 0.15

0.30 0.83
$
$
$
$

0.80 0.60

1.20 3.30
$
$
$
$

2.40 1.80

3.60 9.90
K-Rail: Concrete CALL
K-Rail: Water filled $ 3.30 $ 13.20 $ 39.60
Traffic Beacons
Solar Arrow Boards
Light Towers
$
$
$
$

17.50 32.50

45.00 92.50
$
$
$
$

87.50 150.00
170.00
300.00
$
$
$
$
162.50
400.00
495.00
Message Boards 600.00
City Council 18 – 51 5/6/2025

FIRST AMENDMENT TO AGREEMENT WITH STATEWIDE TRAFFIC SAFETY AND

SIGNS, INC, TO PROVIDE ON-CALL TRAFFIC CONTROL SERVICES THIS FIRST AMENDMENT to the above-referenced agreement is entered into on May 6, 2025, by and between Statewide 7UDIILF Safety and Signs, Inc., a Delaware corporation, dba AWP Safety (“Contractor”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).

RECITALS
A. The Parties entered into Agreement No. A-2022-013-01 (“Agreement”) dated February 1, 2022, to provide on-call traffic control services for the City’s Public Works Agency.

B. Contractor is one of two selected contractors to provide said services to the City pursuant to Request for Proposal #21-120 (“RFP”). Each contractor shares an aggregate total compensation amount, as detailed in the Agreement, and are paid only for actual services performed C. The Parties executed an extension under the Agreement on January 22, 2025 for an additional two (2) year period (#A-2022-013-01A) through January 31, 2027. The Agreement is current and in effect.

The Parties therefore agree:

Each department will provide written confirmation of its request for services with Contractor.

EXHIBIT 2
City Council 18 – 52 5/6/2025
b. Contractor may increase its rates, detailed in Exhibit C, pursuant to updates consistent with the 12-month annual Consumer Price Index, as set by the U.S. Bureau of Labor Statistics.

Contractor may also increase rates consistent with wage rate increases noted in Exhibit C regarding DIR Prevailing Wage Determinations. Contractor agrees and understands that any increase to the total compensation amount, detailed in subsection (a), above, is subject to approval by the City Council of the City of Santa Ana.
c. City agrees to compensate Contractor for any services provided for any of the new listed departments prior to the execution of this First Amendment. d. Payment by City shall be made within forty-five (45) days following receipt of proper invoice to the listed department evidencing work performed, subject to City accounting procedures.

3. Except as modified by this First Amendment, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Agreement on the date and year first written above.

ATTEST: CITY OF SANTA ANA
Jennifer L. Hall Alvaro Nuñez
City Clerk City Manager

APPROVED AS TO FORM CONTRACTOR
SONIA R. CARVALHO
City Attorney
By: ____________________________
Kyle Nellesen By:

Assistant City Attorney Title:

RECOMMENDED FOR APPROVAL
_______
Nabil Saba, PE
Executive Director,
Public Works Agency
yy
_____________________
e Nellesen
istant City Attorney
Exhibit 2
Anthony J. Amato
Sr. Director, Legal
Anthony J.

Amato
Digitally signed by
Anthony J. Amato
Date: 2025.04.22 15:26:23
-07'00'
Nabil Saba
Digitally signed by
Nabil Saba
Date: 2025.04.23
08:39:38 -07'00'
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&YIJCJU$
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SKU # Description Daily 1 Week 4 Week SKU # Description Daily 1 Week 4 Week RT30090 - ARWBRD ARROW BOARD $104.50 $247.50 $825.00 RJ02013 Crowd Control (Bike Rack / Parade) $5.75 $23.00 $57.50RT40056 - RADAR SPEED MONITORING RADAR TRAILER $66.00 $220.00 $550.00 RT07558 Water Wall Barrier $11.50 $40.25 $115.00RT40067 - PVSFS Speed Feedback Sign "CALTRANS" $99.00 $330.00 $825.00 RT07589 K-Rail (concrete) 10' 4 week min. call call callRT20050 - MSGBRD MESSAGE BOARD $247.50 $605.00 $1,980.00 RT07591 K-Rail (concrete) 20' 4 week min. call call callRE60145 - LT LIGHT TOWER (plus fuel) $121.00 $374.00 $1045.00 RT07588 K-Rail Lifter $103.50 $287.50 $747.50RE60165 Balloon Light w/ Generator $55.00 $176.00 $440.00 RT07494 Absorb-350 2-Element $86.25 $253.00 $690.00RT60501 - TMADLY TMA Truck (no driver; $0.75/mile + fuel) $1000.00 $3,000.00 $7,500.00 RT07520 Absorb-350 TL-2 5-Element $109.25 $310.50 $805.00RT08079 - AFAD2 AFAD AUTOMATED FLAGGER (set of 2) $440.00 $1,320.00 $3,960.00 RT07521 Absorb-350 TL-3 9-Element $149.50 $460.00 $1322.50RT50500 - PTS PORTABLE TRAFFIC SIGNAL (set of 2) $880.00 $2,420.00 $6,050.00 RT07073 Absorb-350 Additional Element A $11.50 $46.00 $115.00RT30177 Airport X Marker (plus fuel) $330.00 $1,265.00 $3,135.00 RT07075 Absorb-350 Additional Element B $11.50 $46.00 $115.00 RT072013 Absorb M TL-2 (MASH) $109.25 $299.00 $805.00RT072012 Absorb M TL-3 (MASH) $132.25 $402.50 $1150.00RT07018 SLED TL-2 $109.25 $316.25 $862.50RT07020 SLED TL-3 $143.75 $419.75 $1121.25RT06015 Sand Filled CC - 2100 $5.75 $23.00 $57.50RT06016 Sand Filled CC - 1400 $5.75 $23.00 $57.50RT06019 Sand Filled CC - 700/400/200 $5.75 $23.00 $57.50RT06017 Crash Cushion Lifting Clamp $28.75 $115.00 $287.50 Fairfield Branch
(707) 864-9952 RT01159 28" Cone, 10lb. Base (day/night) $1.15 RE10053 12" Beacon Head w/ Battery $23.00 $80.50 $201.25 RT02512 Delineator Post w/ Base $1.15 RE10064 SOLAR Beacon Head w/ Battery $51.75 $138.00 $345.00RT02540 Delineator Base Only $0.40 RT08059 Rumble Strips (set of 12) $201.25 $598.00 $1,495.00RT02523 - TDO Traffic Drum w/ Base $4.60RS03200 Small Aluminum Sign (< 36") $3.45RS03100 Large Aluminum Sign (36" - 60") $4.60RS03300 X Large Aluminum Sign (60" >) $6.90RT03099 - T1O Type I Barricade / NO Parking Sign $1.15RT03147 - T2O Type II Barricade $1.73RT03113 - T3O Type III Barricade $4.60RT04076 Barricade Light $0.75RT03790 Type III CRASH WORTHY Barricade $11.50RS10991 Roll-up Sign w/ brace $5.75RS08191 - SSO Sign Stand w/ Spring $9.20RW08227 -FLAGDWL Warning Flags $0.58 Riverside Branch
(951) 213-3708
Santa Ana Branch
(714) 468-1919
Poway Branch
(858) 679-7292
● $50.00 rental order minimum on all products● $150.00 minimum delivery and $150.00 minimum pick up with one delivery and pick up within 25 miles of branch● Additional delivery rates apply with larger orders and/or distance● A standard 10% damage waiver charged on all equipment rentals (Unless Certificate of Insurance is on file)** Most equipment listed above is available NEW for PURCHASE(There is no purchase credit applied from rentals. Please advise us at time of order if you wish to rent or purchase) Arcata Branch
(707) 825-6927
Construction Signs / Stands / TC Equipment Misc.

Redding Branch
(530) 222-8023
Contract Extension - City of Santa Ana RFP 21-120 EQUIPMENT RENTAL RATES Towable & Truck Equipment Specialty Barricades and Barriers

PROVISIONS
Sacramento Branch
(916) 452-4855
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(408) 993-9770
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(559) 291-8500
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(805) 929-5070
Bakersfield Branch
(661) 834-5324
Gardena Branch
(310) 327-6261
City Council 18 – 72 5/6/2025
Planning and Building Agency
www.santa-ana.org/pb
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
May 6, 2025
TOPIC: Density Bonus Agreement No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard)

AGENDA TITLE
Resolution and Density Bonus Agreement No. 2024-02 Property Located at 510 and 520 N Harbor Boulevard in Specific Plan No. 2

RECOMMENDED ACTIONS

1. Adopt a resolution approving Density Bonus No. 2024-02 as conditioned; RESOLUTION NO. 2025-XXX entitled A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2024-02 FOR A FORTY-FIVE UNIT SINGLE-FAMILY ATTACHED TOWNHOME DEVELOPMENT LOCATED AT 510 AND 520 NORTH HARBOR BOULEVARD (APN: 100-631-05 & 100-631-04)

2. Determine that, pursuant to the California Environmental Quality Act (CEQA) and the CEQA Guidelines, the recommended action is exempt from further review under Section 15195 (Residential Infill Exemption), as this project meets all the threshold criteria set forth in Section 15192 (Threshold Requirements for Exemption); and

3. Authorize the City Manager to execute a Density Bonus Agreement with Alminlo Properties, LLC, for a 55-year term, for a for-sale residential development consisting of forty-five (45) attached for-sale townhomes, which includes five (5) units designated as affordable to moderate-income households at 510 and 520 N.

Harbor Boulevard (Agreement No. A-2025-XXX).

GOVERNMENT CODE §84308 APPLIES: Yes
City Council 19 – 1 5/6/2025
DBA No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard) May 6, 2025

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EXECUTIVE SUMMARY
City Ventures Homebuilding, LLC (applicant), on behalf of Alminlo Properties, LLC (property owner), is requesting approval of Density Bonus Agreement (DBA) No. 2024-02 to allow the construction of forty-five (45) attached for-sale townhomes, with five (5) units proposed as affordable to moderate income households earning 80 to 120-percent of the area median income (AMI), on a 2.5-acre site located at 510 and 520 N. Harbor Boulevard. As proposed, the project will utilize waivers from development standards and/or development concessions through the density bonus agreement pursuant to California Government Code sections 65915 through 65918 and Santa Ana Municipal Code (SAMC) Section 41-1600 through 41- 1607. The request satisfies the purpose and intent of the Harbor Mixed Use Corridor Specific Plan (SP2) to provide additional affordable housing stock to an underserved segment of the region’s population. As a result, staff recommends approval of the DBA.

Planning Commission Action
On December 9, 2024, the Planning Commission held a public hearing for the project and voted 5:0:2, with Commissioners Leo and Ramos absent, to approve Vesting Tentative Tract Map (VTTM) No. 2024-02 and to recommend that the City Council approve Density Bonus Agreement (DBA) No. 2024-02, modifying both sets of conditions to require balconies have adequate drainage systems that prevent water accumulation and ensure proper runoff. Moreover, pursuant to Section 41-1607 of the SAMC, the Planning Commission made the required findings to approve waivers from the development standards and a development concession as part of the density bonus agreement.

Following this vote, the item requires City Council approval of the DBA.

DISCUSSION
Table 1: Project and Location Information
Item Information
Project Address and Council Ward 510 & 520 N. Harbor Boulevard – Ward 1 Nearest Intersection Harbor Boulevard and Fifth Street
General Plan Designation Urban Neighborhood-50 (UN-1.5) Zoning Designation Harbor Mixed-Used Transit Corridor Specific Plan (SP-2) – Corridor (CDR) subzone
North Commercial (auto sale)
East Commercial (auto repair, grocery, retail, restaurant) South Residential, Commercial (restaurant)
Surrounding Land Uses
West Residential (mobile homes)
Property Size 2.5 acres (1.881 acres net after right-of-way easements) Existing Site Development Partially undeveloped with ~1,400 sq. ft. building Use Permissions Multi-Family Residential (permitted under Harbor Mixed Use Transit Corridor Plan, as part of SB330 request)
Zoning Code Sections Affected Uses
Article XVI.I (Density Bonus); Corridor District within the Harbor Mixed Use Transit Corridor Plan (SP-2);
and Chapter 34 (Subdivisions)
City Council 19 – 2 5/6/2025
DBA No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard) May 6, 2025

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Project Description
The project includes the construction of a new residential development consisting of 45 townhouse units and 11,673 square feet of open space (common and private combined).

The development will consist of nine residential buildings ranging from two- to three-story townhouse units and will provide onsite bicycle parking. The units will include private balconies and decks, with some offering ground floor patios. The units have been designed to be family-oriented, featuring thirty-six (36) three-bedroom units and nine (9) four-bedroom units with and 2.5 to 3.5 bathrooms each. Every unit will contain a two-car garage at ground level (tuck-under building design) with residential units above, and the project site will contain nine guest parking spaces, for a total of 99 parking spaces, exceeding the requirements of the Specific Plan. However, to proactively address parking management policies, staff is recommending conditions of approval similar to those for other residential infill projects that would incorporate parking management practices in the Covenants, Conditions, and Restrictions (CC&Rs) that will be recorded against the property.

Of the total units in the development, five units are proposed to be affordable to households earning 80-120 percent of the AMI, which is currently set at $154,800, adjusted for a fourperson household size, as published by California Department of Housing and Community Development (HCD). Four of the affordable units will be three-bedroom units while the last unit will be a four-bedroom unit. The proposed affordable units will range in size between 1,451 to 1,775 square feet in size and will contain full kitchens, bedrooms, bathrooms, and open/common (living) areas.

Approximately 7,820 square feet or approximately 10% of the total site area will be open space provided through private exterior ground-level porches/front yards and upper decks distributed throughout the site. The remainder of the open space will be provided as a 3,853- square-foot common open central courtyard within the site’s interior. The design and layout of the proposed common open space would function as a passive outdoor area, providing functional amenities to residents (e.g., picnic tables, BBQ, lounge furniture, etc.). The open space would feature a shade trellis, hardscaping materials, trees, and shrubs. The proposed landscaping includes, but is not limited to, purple orchid, tulip, sweet bay, African sumac, southern magnolia, fern pine, Brisbane box, crape myrtle trees, as well as a variety of shrubs. Lastly, each unit will also contain decks/private balconies for the use of each unit’s owners.

The project features a contemporary architectural style similar to many multiple-family or mixed-use residential communities under construction in Santa Ana and the region. The overall design, massing, features, and materials of the new construction will be compatible with, but differentiated from the existing multi-family neighborhood. The contemporary architectural style would include fiber cement lap siding, stucco finish, stone veneer, metal awnings, and high quality architectural detailing (e.g., exterior lighting, entry doors, fenestration, etc.). Each building will be painted with different accent colors to distinguish each structure within the community. Moreover, the residential structures are City Council 19 – 3 5/6/2025
DBA No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard) May 6, 2025

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designed to fully screen all mechanical equipment within the structure, parapet walls, and screened with landscaping. Overall, the project will include a design and solid construction materials that will ensure that the project ages well for the duration of the building’s lifetime.

Density Bonus
The California Density Bonus law allows developers proposing five or more residential units to seek increases in base density for providing on-site housing units in exchange for providing affordable units on site. To help make constructing on-site affordable units feasible, the law allows developers to seek up to five incentives/concessions and an unlimited number of waivers or reductions in development standards. The concessions/incentives are generally reductions in site development standards or modification of zoning code requirements or architectural design requirements, and waivers are essentially variances from development standards (a site or construction condition).

The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times. In early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to “justify” the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted.

Pursuant to the California Density Bonus law, a project’s affordability level is determined by dividing the number of proposed affordable units by the allowable “base” density (i.e., 50 du/ac). Moreover, the State density bonus law states that units added by a density bonus are excluded from the calculations. The base density for the 2.5-acre site at 50 du/ac is 125 units. Of the total units in the development, five units are proposed to be affordable.

Therefore, the project would have an 11% affordability rate. As such, State density bonus law allows the developer to request a maximum density bonus of 6%.

Due to the project’s 11% affordability rate, the developer can seek one density bonus incentive/concession and unlimited waivers, pursuant to Section 65915 et al. of the California Government Code (Density Bonuses and Other Incentives). In addition, California Assembly Bill No. 2345, approved September 28, 2020, revised the State Density Bonus Law originally adopted in 1979 to provide additional benefits for projects that include qualifying affordable housing. For this project, the developer is not requesting a state density bonus for additional units but will avail themselves of the incentive/concession and waivers that are required to be provided by State density bonus law for projects with the requisite affordability.

The purpose of the State Density Bonus Law is to encourage the development and availability of affordable housing. Pursuant to California Government Code sections 65915 (d)(1) and 65915 (e)(1), a local jurisdiction is limited in its ability to deny requested incentives, concessions, and waivers. The City has analyzed the project and has identified several areas of potential impacts; however, the conditions of approval proposed for the project are intended to address the project’s potential impacts.

City Council 19 – 4 5/6/2025
DBA No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard) May 6, 2025

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Pursuant to SB 330 and the General Plan Land Use Element, the developer selected the Harbor Mixed Use Transit Corridor Specific Plan (SP-2) development standards for a tuckunder building type to design the project. Under the Density Bonus Law, the developer sought a specific concession and waivers from certain SP-2 standards to facilitate project development. Table 2 outlines the concession and waivers requested by the applicant and approved by the Planning Commission on December 9, 2024, in accordance with Cal. Gov’t Code Sec. 65915(e)(1).

Table 2: Requested Concession and Waivers
Standard Required by SP-2 or the SAMC Provided
Building Frontage SP-2, Ch. 3, Frontyard/Porch Frontage Type, 1 (pg. 3-9) Ground Floor Height Min. 10’ floor height 9’ floor height Dimensions – Depth Min. 6’ porch depth 4’ porch depth
Dimensions - Width Min. 10’ wide asymmetrical entry <10’ wide asymmetrical entry Open Space* SP-2, Ch. 3, Table 3-9. Onsite Open Space Requirements (pg. 3-13) Common– Area 15% of lot (12,290 sq. ft.) 5% of lot (3,853 sq. ft.) Private – Area 90 sq. ft. per dwelling unit
(4,050 sq. ft. total)
Min. 90 sq. ft. provided for 27 units
(7,820 sq. ft. total)
Private – Dimensions 6’ min. dimension 4’-6” to 5’-6” dimension *Open space based on net useable parcel area
The requested concession and waivers address minor architectural detailing and the site's open space. The project's ground floor height and porch dimensions do not meet SP-2 requirements, necessitating slight deviations from its standards to accommodate the design.

Although a reduction in open space is requested, the project benefits from its proximity to three nearby parks: Cesar Chavez Campesino Park to the east, Santa Anita Park to the southeast, and Rosita Park to the northwest, all located approximately ½ mile away. This nearby access to public green spaces helps mitigate the reduced on-site open space.

Onsite Parking
To proactively address any neighborhood parking impacts that could result from the project, the conditions of approval for the VTTM and terms of the DBA include provisions requiring the following parking management practices, to be incorporated into the final, recorded CC&Rs, and applicable throughout the life of the project:
• Requiring onsite parking permits (such as stickers or hang-tags) for any parking in the surface guest parking spaces;
• Policies for maximum time vehicles may be parked in the surface guest spaces; • Policies for towing unauthorized vehicles; vehicles parked in unauthorized locations, such as fire lanes; vehicles parking in surface guest parking without a sticker, hangtag, or other identifiers; and vehicles parked longer than any maximum guest parking timeframes allowed; and
• Routine garage inspections to ensure garages are available for vehicle parking.

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DBA No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard) May 6, 2025

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Affordable Housing Opportunity and Creation Ordinance (AHOCO) The proposed development is subject to the requirements of the City’s Affordable Housing Opportunity and Creation Ordinance (AHOCO), which requires rental unit developments to provide a minimum number of affordable units, depending on the proposed affordability level (i.e., low income, very low income, extremely low income, or a combination). In this case, the developer is proposing to provide moderate-income for-sale units. Pursuant to the AHOCO, the applicant is required to provide 5% moderate-income onsite affordable units.

Therefore, three moderate-income units would be required to be provided onsite to be sold.

The project exceeds the affordable housing goal for the ownership category of the City’s AHOCO by providing five (5) onsite units in place of three (3) for sale units which will target moderate-income (80-120%) households, significantly enhancing the opportunity for income eligible Santa Ana households to own a home in the City at a lower cost. The units will be dispersed throughout the community. Four of the affordable units will be three-bedroom units while the last unit will be a four-bedroom unit. The proposed affordable units will range in size between 1,451 to 1,775 square feet in size and will contain full kitchens, bedrooms, bathrooms, in-unit storage, and open/common (living) areas. The developer’s Inclusionary Housing Plan has been reviewed and approved by the City’s Housing Division.

Public Notification and Community Outreach
Project notifications were posted, published, and mailed in accordance with City and State regulations. In addition, staff contacted the provided contacts for the Riverview West and Santa Anita Neighborhood Association to ensure they were aware of the project and Planning Commission public hearing. As the City Council's approval of this agreement does not constitute a public hearing, no public notification or community outreach is required under applicable state law or local ordinances prior to Council action.

ENVIRONMENTAL IMPACT
Pursuant to the requirements of the California Environmental Quality Act (CEQA), an Environmental Impact Report (EIR) was prepared and certified in 2014 in order to address the potential environmental impacts associated with the Harbor Mixed Use Corridor Specific Plan. A mitigation monitoring and reporting program (MMRP), findings of fact, and a statement of overriding consideration were adopted with the 2014 EIR.

As proposed, the development is not anticipated to have additional environmental impacts not addressed in the 2014 EIR. Furthermore, in accordance with CEQA, the recommended action is also exempt from further review under Section 15195 (Residential Infill Exemption), as this project meets all the threshold criteria set forth in Section 15192 (Threshold Requirements for Exemptions). This exemption applies to projects or sites that:

City Council 19 – 6 5/6/2025
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Meet the threshold criteria set forth in section 15192; provided that with respect to the requirement in section 15192(b) regarding community-level environmental review, such review must be certified or adopted within five years of the date that the lead agency deems the application for the project to be complete pursuant to Section 65943 of the Government Code.

1. Meet both of the following size criteria:

A. The site of the project is not more than four acres in total area.

B. The project does not include any single level building that exceeds 100,000 square feet.

2. Meet both of the following requirements regarding location:

A. The project is a residential project on an infill site.

B. The project is within one-half mile of a major transit stop.

3. Meet both of the following requirements regarding number of units:

A. The project does not contain more than 100 residential units.

B. The project promotes higher density infill housing. The lead agency may establish its own criteria for determining whether the project promotes higher density infill housing except in either of the following two circumstances:
1) A project with a density of at least 20 units per acre is conclusively presumed to promote higher density infill housing.
2) A project with a density of at least 10 units per acre and a density greater than the average density of the residential properties within 1,500 feet shall be presumed to promote higher density infill housing unless the preponderance of the evidence demonstrates otherwise.

4. Meets the following requirements regarding availability of affordable housing: The project would result in housing units being made available to moderate, low, or very low income families as set forth in either A or B below:

A. The project meets one of the following criteria, and the project developer provides sufficient legal commitments to the appropriate local agency to ensure the continued availability and use of the housing units as set forth below at monthly housing costs determined pursuant to paragraph (3) of subdivision (h) of Section 65589.5 of the Government Code.
1) At least 10-percent of the housing is sold to families of moderate income, or 2) Not less than 10-percent of the housing is rented to families of low income, or
3) Not less than 5-percent of the housing is rented families of very low income.

B. If the project does not result in housing units being available as set forth in subdivision (A) above, then the project developer has paid or will pay in-lieu fees pursuant to a local ordinance in an amount sufficient to result in the development of an equivalent number of units that would otherwise be required pursuant to subparagraph (A).

The project site is not more than four acres in area, the project does not include any single level building exceeding 100,000 square feet, and the project is an infill City Council 19 – 7 5/6/2025
DBA No. 2024-02 – Santa Ana-8 Townhomes (510 & 520 N. Harbor Boulevard) May 6, 2025

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development within one-half mile of a major transit stop. Moreover, the development promotes higher density infill housing, does not contain more than 100 residential units, and results in housing units made available to low income families. Based on this analysis, a Notice of Exemption, Environmental Review No. 2024-32, will be filed for this project. However, all applicable mitigation measures in the original EIR and associated MMRP will be enforced.

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

EXHIBITS

1. Resolution – Density Bonus Agreement

2. Density Bonus Agreement

3. December 9, 2024 – Planning Commission Staff Report and Exhibits Submitted By: Ali Pezeshkpour, AICP, Acting Executive Director of Planning and Building Agency, and Michael L. Garcia, Executive Director of Community Development Agency
Approved By: Alvaro Nuñez, City Manager
City Council 19 – 8 5/6/2025
Resolution No. 2025-XXX

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RESOLUTION NO. 2025-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA APPROVING DENSITY BONUS AGREEMENT
NO. 2024-02 FOR A FORTY-FIVE UNIT SINGLE-FAMILY

ATTACHED TOWNHOME DEVELOPMENT LOCATED AT
510 AND 520 NORTH HARBOR BOULEVARD (APN: 100-
631-05 & 100-631-04)

BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows:

A. Kim Prijatel, representing City Ventures Homebuilding, LLC (“Applicant”), on behalf of Clark Beyer, General Manager of the Alminlo Properties, LLC (“Property Owner”), is requesting approval of Density Bonus Agreement No. 2024-02 (DBA-2024-02) to allow the construction of a forty-five unit attached townhome development, five of which are proposed as onsite moderateincome affordable units, for the property located at 510 and 520 North Harbor Boulevard (“Project”).

B. The California Density Bonus law generally allows developers to seek increases in base density for providing on-site housing units in exchange for providing affordable units on site. To help make constructing on-site affordable units feasible, the law also generally allows developers to seek incentives/concessions or waivers of, or reductions in, development standards.

C. Section 41-1607 of the Santa Ana Municipal Code (“SAMC”) requires an application for a deviation (incentives/concessions and/or waivers or reductions) to be approved by the Planning Commission.

D. On December 9, 2024, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral, and approved, based on findings, the application for one (1) concession and five (5) waivers of development standards, to be memorialized in Density Bonus Agreement No. 2024-02 as well as the Vesting Tentative Tract Map No. 2024-02 (County Map No. 19328).

E. SAMC Section 41-1602(d) requires that Density Bonus Housing Agreements be submitted to the City Council for their approval pursuant to Section 421 of the City’s Charter.

City Council 19 – 9 5/6/2025
Resolution No. 2025-XXX

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F. On May 6, 2025, the City Council of the City of Santa Ana held a duly noticed public meeting and, at that time, considered approval of Density Bonus Agreement No. 2024-02.

G. The City Council hereby approves Density Bonus Agreement No. 2024-

02. This Agreement allows for the construction of the proposed Project in accordance with the provisions of State Density Bonus Law and SAMC Section 41-1607, and in accordance with Vesting Tentative Tract Map No. 2024-02 (County Map No. 19328), as conditioned.

Section 2. Pursuant to the requirements of the California Environmental Quality Act (CEQA), an Environmental Impact Report (EIR) was prepared and certified in 2014 in order to address the potential environmental impacts associated with the Harbor Mixed Use Corridor Specific Plan. A mitigation monitoring and reporting program (MMRP), findings of fact, and a statement of overriding consideration were adopted with the 2014 EIR.

As proposed, the development is not anticipated to have additional environmental impacts not addressed in the 2014 EIR. Furthermore, in accordance with CEQA, the recommended action is also exempt from further review under Section 15195 (Residential Infill Exemption), as this Project meets all the threshold criteria set forth in Section 15192 (Threshold Requirements for Exemptions). This exemption applies to projects or sites that:

Meet the threshold criteria set forth in section 15192; provided that with respect to the requirement in section15192(b) regarding community-level environmental review, such review must be certified or adopted within five years of the date that the lead agency deems the application for the project to be complete pursuant to Section 65943 of the Government Code.

1. Meet both of the following size criteria:

A. The site of the project is not more than four acres in total area.

B. The project does not include any single level building that exceeds 100,000 square feet.

2. Meet both of the following requirements regarding location:

A. The project is a residential project on an infill site.

B. The project is within one-half mile of a major transit stop.

3. Meet both of the following requirements regarding number of units:

A. The project does not contain more than 100 residential units.

B. The project promotes higher density infill housing. The lead agency may establish its own criteria for determining whether the project promotes higher density infill housing except in either of the following two circumstances:
1) A project with a density of at least 20 units per acre is conclusively presumed to promote higher density infill housing.
2) A project with a density of at least 10 units per acre and a density greater than the average density of the residential properties within City Council 19 – 10 5/6/2025
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1,500 feet shall be presumed to promote higher density infill housing unless the preponderance of the evidence demonstrates otherwise.

A. The project meets one of the following criteria, and the project developer provides sufficient legal commitments to the appropriate local agency to ensure the continued availability and use of the housing units as set forth below at monthly housing costs determined pursuant to paragraph (3) of subdivision (h) of Section 65589.5 of the Government Code. 1) At least 10-percent of the housing is sold to families of moderate income, or
2) Not less than 10-percent of the housing is rented to families of low income, or
3) Not less than 5-percent of the housing is rented families of very low income.

B. If the project does not result in housing units being available as set forth in subdivision (A) above, then the project developer has paid or will pay inlieu fees pursuant to a local ordinance in an amount sufficient to result in the development of an equivalent number of units that would otherwise be required pursuant to subparagraph (A).

The Project site is not more than four acres in area, the Project does not include any single level building exceeding 100,000 square feet, and the Project is an infill development within one-half mile of a major transit stop. Moreover, the development promotes higher density infill housing, does not contain more than 100 residential units, and results in housing units made available to low income families. Based on this analysis, a Notice of Exemption, Environmental Review No. 2024-32, will be filed for this Project. However, all applicable mitigation measures in the original EIR and associated MMRP will be enforced.

Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, referendum, and other proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively “Actions”), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or City Council 19 – 11 5/6/2025
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local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve the legal counsel providing the City’s defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action.

Section 4. The City Council of the City of Santa Ana hereby approves Density Bonus Agreement No. 2024-02, as contained in Exhibit A, attached hereto and incorporated as though fully set forth herein, based on the findings contained in Section 1.

This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated December 9, 2024, and exhibits attached thereto; the Request for City Council Action dated May 6, 2025, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference.

Section 5. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall attest to and certify the vote adopting this resolution.

ADOPTED this ____ day of ___________, 2025.
_______________________
Valerie Amezcua
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho, City Attorney
By:________________________
Melissa M. Crosthwaite
Senior Assistant City Attorney
AYES: Councilmembers _______________________________________ NOES: Councilmembers _______________________________________ ABSTAIN: Councilmembers _______________________________________ NOT PRESENT: Councilmembers _______________________________________ City Council 19 – 12 5/6/2025
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CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, , Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2025-XX to be the original resolution adopted by the City Council of the City of Santa Ana on________________, 2025.

Date: ________________ ____________________________________ City Clerk
City of Santa Ana
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RECORDING REQUESTED BY:

AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702
Attention: City Clerk
Free Recording pursuant to
Government Code §§ 6103 and 27383

DENSITY BONUS HOUSING AGREEMENT WITH DECLARATION OF

COVENANTS, CONDITIONS AND RESTRICTIONS
510-520 North Harbor Boulevard; APN: 100-631-041, 100-631-05 This DENSITY BONUS HOUSING AGREEMENT WITH DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (“Agreement”), is made and entered into this day of , 2025 (“Effective Date”), for reference purposes only, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California (“City”), and Santa Ana 8 Inv, LLC, a Delaware limited liability company (“Developer”). City and Developer are sometimes referred to collectively as the “Parties” and individually as a “Party.”

RECITALS
A. Developer is the owner of that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 510 and 520 North Harbor Boulevard, Santa Ana, California, and legally described as set forth in Exhibit A, which are attached hereto and incorporated herein by this reference as if set forth in full (“Property”).

B. Developer is proposing to develop a residential development consisting of no more than forty five (45) units, five (5) of which are proposed as moderate income residential ownership units on the Property, as more particularly set forth in Density Bonus Application No. DBA-2024-02 (“Project”).

C. Santa Ana Municipal Code sections 41-1600, et seq. (“City Density Bonus for Affordable Housing”), and California Government Code sections 65915, et seq. (“State Density Bonus Law”), set forth a process to provide increased residential densities and incentives, concessions, and waivers to property owners or developers who restrict a portion of their residential development to Moderate Income Households, as specified. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities throughout the City.

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D. The Project complies with the affordability requirements for a housing development as set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing.

E. In light of the purpose of the State Density Bonus Law and City Density Bonus for Affordable Housing, and the express provisions of Government Code Section 65915(d)(2)(A), the City has determined that the Project is eligible for one (1) incentive or concession, and waivers as prescribed by the State Density Bonus Law.

F. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are intended to set forth the terms and conditions for the implementation of the Project’s requirement to provide affordable housing units in exchange for receiving the density bonus, concession and waivers set forth herein.

NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS

1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows:

1.1.1 “Affordability Covenants” means restrictions on the sale and conveyance of the Property pursuant to California Government Code Section 65915 that ensure that the Property will be preserved for Moderate Income Households for at least fifty-five (55) years for owner-occupied housing units and will be sold or resold only to persons or families of very low, low, or moderate income, as defined in Section 50052.5 of the California Health and Safety Code.

1.1.2 “Adjusted for Family Size Appropriate to the Unit” or “Adjusted for Household Size” shall have the meaning set forth by Health and Safety Code Section 50052.5(h).

1.1.3 “Administrative Procedures Manual” shall mean the City’s Administrative Procedures Manual: Ownership Housing Development, setting forth rules and regulations for the City’s homeownership program.

1.1.4 “Affordability Term” means the duration of the Affordability Covenants as set forth in Section 3.1.

1.1.5 “Affordable Housing Cost” means the total housing costs paid by a qualifying Moderate Income Household in accordance with California Health and Safety Code Section 50052.5, and implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Moderate Income Households. The Affordable Housing Cost shall not exceed thirty-five percent (35%) times one hundred ten percent (110%) of the Orange County Median Income Adjusted for Family Size Appropriate for the Unit. For Moderate Income Households whose gross income exceeds 110% of Median Income, the Affordable Housing Cost shall not exceed thirty five percent (35%) of the gross income of the household.

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1.1.6 “Affordable Housing Resale Restrictions” means the restrictions imposed on each Affordable Unit that restrict sales to qualified Eligible Households pursuant to a local preference for families who live or work in the City of Santa Ana at an Affordable Sales Price, in the form of Exhibit B attached hereto.

1.1.7 “Affordable Sales Price” means the maximum sales price that can be charged for an Affordable Unit as set forth in Section 3.3.1.

1.1.8 “Affordable Units(s)” means the five (5) unit(s), which shall comprise of four (4) three-bedroom units and one (1) four-bedroom unit, which always must be proportionate to the unit mix for the property. Any change to the number, bedroom size, location, or distribution of Affordable Units is subject to City Manager approval.

1.1.9 “Agreement” means this Density Bonus Housing Agreement With Declaration of Covenants, Conditions and Restrictions.

1.1.10 “Benchmark Down Payment” is a component of the Affordable Sales Price calculations. For the purposes of this Agreement, the Benchmark Down Payment is set at 5% of the total Affordable Sales Price. The Benchmark Down Payment is used solely as a component for determining the Affordable Sales Price for an Affordable Unit. It does not represent a cap on the down payment amount that can be contributed by a Homebuyer.

1.1.11 "Certificate of Occupancy" means a certificate or approval of a final inspection from the City.

1.1.12 “City” means the City of Santa Ana, California.

1.1.13 “City Attorney” means the City Attorney for the City of Santa Ana.

1.1.14 “City Council” means the City Council of the City of Santa Ana.

1.1.15 “City Deed of Trust” means the deed of trust to be executed by the Homebuyer and recorded against Affordable Unit the Homebuyer’s obligations under the City Promissory Note, substantially in the form attached hereto as Exhibit D.

1.1.16 “City Manager” means the City Manager for the City of Santa Ana.

1.1.17 “City's Planning Commission” means the Planning Commission for the City of Santa Ana.

1.1.18 “City Promissory Note” means the promissory note executed by the Homebuyer evidencing Homebuyer's agreement to pay the City Equity Share, substantially in the form attached hereto as Exhibit C.

1.1.19 “Density Bonus Application” shall mean the Density Bonus Application No. 2024-02 for the Project.

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1.1.20 “Developer” means Santa Ana 8 Inv, LLC, a Delaware limited liability company, and its permitted successors and assigns to all or any part of the Property, Project or this Agreement.

1.1.21 “Effective Date” means the date the Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, pursuant to Section 4.2 herein.

1.1.22 “Eligible Household” means a Household whose income does not exceed the “Moderate Income Household” qualifying limit as defined herein.

1.1.23 “First Lien” means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of an Affordable Unit. For the avoidance of doubt, the City’s Deed of Trust shall be subordinate to the First Lien.

1.1.24 “Gross Household Income” means all income from whatever source from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. The definition includes the following specific requirements:
(a) Except as provided in subdivision (b), all payments from all sources received by the head of Household (even if temporarily absent) and each additional member of the Household who is not a minor shall be included in the annual income of a Household. Gross Household Income shall include, but not be limited to:
(i) The gross amount, before any payroll deductions, of wages and salaries, overtime pay, commissions, fees, tips and bonuses; (ii) The net income from operation of a business or profession or from rental or real or personal property (for this purpose, expenditures for business expansion or amortization of capital indebtedness shall not be deducted to determine the net income from a business);
(iii) Interest and dividends;
(iv) The full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts (but see subdivision (2)(c)); (v) Payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; (vi) Public Assistance. If the public assistance payment includes an amount specifically designated for shelter and utilities which is subject to adjustment by the public assistance agency in accordance with the actual cost of shelter and utilities, the amount of public assistance income to be included as income shall consist of:

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(1) The amount of the allowance or grant exclusive of
the amount specifically designated for shelter and utilities, plus (2) The maximum amount which the public assistance
agency could in fact allow for the Household for shelter and utilities. (vii) Periodic and determinable allowances such as alimony and child support payments, and regular contributions or gifts received from persons not residing in the dwelling;
(viii) All regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is head of the Household or spouse or domestic partner (but see subdivision (b)(v));
(ix) Where a Household has net assets in excess of $5,000, income shall include the actual amount of income, if any, derived from all of the net Household assets or 10 percent of the value of all such assets, whichever is greater. For purposes of this section, net Household assets means value of equity in real property other than the Household's full-time residence, savings, stocks, bonds, and other forms of capital investment. The value of necessary items such as furniture and automobiles shall be excluded. (b) The following items shall not be considered as income:
(i) Casual, sporadic or irregular gifts;
(ii) Amounts which are specifically for or in reimbursement of the cost of medical expenses;
(iii) Lump-sum additions to Household assets, such as
inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; (iv) Amounts of educational scholarships paid directly to the student or to the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships, or payments to veterans not used for the above purposes of which are available for subsistence are to be included in income;
(v) The special pay to a serviceman head of a Household away from home and exposed to hostile fire;
(vi) Relocation payments made pursuant to federal, state, or local relocation law;
(vii) Foster child care payments;
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(viii) The value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged the eligible Household;
(ix) Payments received pursuant to participation in the following volunteer programs under the ACTION Agency:
(1) National Volunteer Antipoverty Programs which
include VISTA, Service Learning Programs and Special Volunteer Programs. (c) National Older American Volunteer Programs for persons aged 60 and over which include Retired Senior Volunteer Programs, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience, Service Corps of Retired Executive (SCORE) and Active Corps of Executives (ACE)

1.1.25 “Homebuyer” means an Eligible Household that has entered into an agreement to purchase an Affordable Unit in accordance with this Agreement.

1.1.26 “Homebuyer Documents” means the Affordable Housing Resale Restrictions, the City Promissory Note, and the City Deed of Trust.

1.1.27 “Household” means all the persons who will occupy the Affordable Unit as their primary residence. The size of a prospective Household must be compatible with the size of the Affordable Unit to be purchased. Unless otherwise approved in writing by the City, which the City may withhold in its reasonable discretion, the minimum number of occupants is three (3) for three-bedroom units and four (4) for four-bedroom units. A child who is subject to a legallybinding shared-custody agreement, in which the child resides with the Household at least 50% of the time, is counted as a member of the Household. For the purpose of calculating the Household income and not the number of occupants, excluded from the definition of Household are live-in caregivers/caretakers, foster children, unborn children and children being pursued for legal custody or adoption that are not currently living with the Household.

1.1.28 “Housing Cost” means and includes all of the following costs associated with ownership of an Inclusionary Unit as defined in Title 25 of the California Code of Regulations Section 6920:
(a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments;
(c) Fire and casualty insurance covering replacement value of property improvements;
(d) Property maintenance and repairs;
(e) A reasonable utility allowance, as determined by the City; and City Council 19 – 19 5/6/2025
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(f) Homeowner Association assessments and dues.

1.1.29 “Median Income” means the Orange County, California area median income, Adjusted for Household Size pursuant to California Health and Safety Code § 50052.5(h), as periodically published by HCD.

1.1.30 “Moderate Income Household(s)” means a Household whose income does not exceed One Hundred Twenty Percent (120%) of the area median income for the Orange County, California PMSA as published by HCD.

1.1.31 “Primary Residence” means that the Homebuyer is occupying the Affordable Unit for at least ten (10) months out of any twelve (12) month period.

1.1.32 “Project” means that certain affordable residential development as more particularly described in the Recitals and Section 2 of this Agreement.

1.1.33 “Project Approvals” means all approvals, conditions, and entitlements issued by the City, inclusive of the Planning Commission and City Council.

1.1.34 “Property” means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon.

1.1.35 “Request for Default” means the request for default attached hereto as Exhibit I.

1.1.36 “State Density Bonus Law” means Government Code Section 65915, et seq., as they exist on the Effective Date.

1.1.37 “Supportable Mortgage” means the mortgage amount that can be supported by a Moderate Income Household based on the Affordable Housing Cost calculations.

The mortgage calculation is based on the prevailing market interest rate for a 30-year fully amortizing mortgage with a fixed interest rate. The Supportable Mortgage shall be determined in accordance with the City’s Administrative Procedures Manual, provided that it should be determined for a Moderate Income Household consistent with the requirements of this Agreement and State Density Bonus Law.

1.1.38 “Transfer” means any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate or joint tenancy interest; (iii) a gift of all or any portion of the Property; or (iv) any voluntary conveyance of the Property.

1.1.39 “Transferee” means any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer.

1.1.40 “Term” means the period during which this Agreement shall be in full force and effect, as provided for in Section 5.1 below.

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1.1.41 “Unit” means a residential dwelling unit within the Project to be constructed or caused to be constructed by Developer.

1.1.42 “Unrestricted Units” means the Units within the Project to be constructed or caused to be constructed by Developer and sold at market rate without restriction.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement:

1.2.1 Exhibit A: Legal Description of the Property

1.2.2 Exhibit B: Affordable Housing Resale Restrictions, Equity Sharing and Regulatory Agreement

1.2.3 Exhibit C: City Promissory Note

1.2.4 Exhibit D: City Deed of Trust

1.2.5 Exhibit E: Income Verification Form

1.2.6 Exhibit F: Certification of Continued Occupancy

1.2.7 Exhibit G: Notice of Affordability Restrictions on Transfer of Property

1.2.8 Exhibit H: Request for Default

1.2.9 Exhibit I: Affordable Sales Price

2. DEVELOPMENT OF THE PROPERTY

2.1 Project. Developer shall develop, operate, and maintain, or cause the development, operation and maintenance of, the Property as forty five (45) Units, with five (5) Affordable Units for Eligible Households and forty (40) Unrestricted Units in accordance with this Agreement and the Project Approvals. Notwithstanding anything to the contrary contained herein, in no event shall this Agreement apply to any of the Unrestricted Units and such Unrestricted Units shall not be subject to any of the covenants, restrictions, requirements, or provisions of this Agreement which are applicable to the Affordable Units and this Agreement shall not be recorded on the title of any of the Unrestricted Units.

2.2 Density Bonus. The Project shall have forty five (45) Units, to be sold, owned, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement.

Developer understands and agrees that Developer is not requesting an increase in density and that this Agreement does not allow or approve an increase in residential density over the allowed density regulations of the City. Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional residential units on the Property under this Agreement.

2.3 Development Concessions, Incentives, and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Application:

2.3.1 Concession. In accordance with Government Code Section 65915(d)(1), the Project is granted one (1) concession for relief from City Municipal Code Section 41-592.3 and SP-2, Ch. 3, Frontyard/Porch Frontage Type Configuration Requirement, contained at 1, on Page 3-9, which would ordinarily require the Project provide porch dimensions as follows: a minimum City Council 19 – 21 5/6/2025
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porch depth of 6 feet, a minimum porch width of 10 feet (for asymmetrical entries) and a minimum porch height of 10 feet. Pursuant to the Project Approvals, the Project shall provide the following:
(a) Clear ground floor height minimum of nine feet-one inch (9’-1”); (b) Porch depth minimum of four feet (4') (measured from face of landing to building façade); and,
(c) Asymmetrical entry width minimum of nine feet-six inches (9’-6”).

2.3.2 Waivers. In accordance with Government Code Section 65915(e), provided the Project complies with the Project Approvals, the Project is granted the following waivers or reductions from Onsite Open Space Requirements:
(a) The requirement of City Municipal Code Section 41-592.3 and SP2, Ch. 3, Table 3-9, to provide minimum private open space of 90 square feet per unit is waived for eighteen (18) units.
(b) The requirement of City Municipal Code Section 41-592.3 and SP2, Ch. 3, Table 3-9, for minimum private open space dimensions is reduced from six (6) feet to four feet-six inches (4’-6”).
(c) The requirement of City Municipal Code Section 41-592.3 and SP2, Ch. 3, Table 3-9 for common open space is reduced from 12,219 square feet, which is 15% of the lot area, to 3,853 square feet.

2.4 Parking Requirements. Onsite parking shall be provided in compliance with Government Code Section 65915(p). The Project shall provide not less than ninety nine (99) parking spaces.

2.5 No Further Concessions, Incentives, or Waivers. Developer acknowledges and agrees that no further concessions, incentives, waivers or parking requirements are requested, and that the terms set forth in Section 2.3 and 2.4 fully satisfies any duty City may have under the City Density Bonus for Affordable Housing, the Density Bonus Law, or any other law or regulation to provide any density bonus incentive or to waive any building, zoning, or other requirement in connection with a density bonus. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City’s obligation to waive requirements of or provide development incentives pursuant to the City Density Bonus for Affordable Housing and the Density Bonus Law applicable to the Project.

2.6 Unit Mix.

2.6.1 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than forty (40) Unrestricted Units, as set forth Section 2.6.3, below, plus any Released Units, as set forth in Section 3.6 below, and pursuant to the terms and conditions of this Agreement.

Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval.

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2.6.2 Affordable Units. The Project, for purposes of this Agreement, shall have no less than five (5) Affordable Units, for Moderate Income Households, as set forth in Section

2.6.3, and pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with the Project Approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(5).

2.6.3 Unit Mix. Four (4) Affordable Units shall be three-bedroom units and one (1) Affordable Unit shall be a four-bedroom unit. The Affordable Units shall be consistent with the Project Approvals for the Project.

2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any base Unrestricted Units, regardless of whether such Unrestricted Units are in the Project.

Notwithstanding the foregoing, nothing herein shall be construed to limit the ability of purchasers of Unrestricted Units to purchase upgrades for such units.

2.8 Permits and Processing; Compliance with Laws. Developer, at its sole cost and expense, or as otherwise set forth in a separate written agreement, shall secure or cause to be secured any and all permits that may be required for development of the Project by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, and all necessary financing and property interests, Developer shall carry out and perform the development, operation, and maintenance of the Project or cause the performance of the development, operation, and maintenance of the Project, in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project, inclusive of the Project Approvals. Any changes to the Project shall be reviewed by the City Manager to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City’s reasonable determination, then City and Developer shall meet and confer to address amendments and revisions to this Agreement as necessary.

2.9 Relocation Prior to Development of Project. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project.

2.10 Mechanic's Liens; Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof, by reason of work, labor, City Council 19 – 23 5/6/2025
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services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.2 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non-responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, conditioned or delayed and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities, and damages from any third party by reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or caused by, at the direction of, or on behalf of Developer.

3. AFFORDABILITY

3.1 Affordability Term. The Affordability Term for each Affordable Unit shall commence on the date the Affordable Unit receives a certificate occupancy and expire fifty-five (55) years later (each an “Affordability Term”).

3.2 Memorializing Commencement of Affordability Term. Developer shall keep or cause to be kept detailed records of the commencement date of the Affordability Term for each Affordable Unit until that Affordable Unit is sold to a Homebuyer in accordance with this Agreement or released pursuant to Section 3.6 hereof. City shall have the right to review and verify said records without a fee from City to Developer to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control.

3.3 Levels of Affordability. Each Affordable Unit shall be initially sold to and occupied by an Eligible Household for an Affordable Sales Price, and any resale shall be subject to the Affordable Housing Resale Restrictions and the City Deed of Trust recorded against the Affordable Unit.

3.3.1 Affordable Sales Price. Developer covenants that, during the Term of this Agreement, each Affordable Unit shall be sold to, or held vacant for sale to, an Eligible Household for an Affordable Sales Price. The Affordable Sales Price is equal to the sum of the Supportable Mortgage plus, if applicable, the Benchmark Down Payment. Prior to the sale of any Affordable Unit, Developer shall provide the City with at least thirty (30) days’ written notice of the determined amount, and the City shall have ten (10) days to approve or disapprove of the proposed Affordable Sales Price. The Affordable Sales Price for the initial sale of the Affordable Units shall be as calculated in Exhibit I.

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3.4 Notice to City. Prior to entering into an agreement for the transfer of an Affordable Unit, Developer shall provide at least thirty (30) days written notice to the City, along with a proposed written agreement setting forth the terms of the sale, including the proposed Affordable Sales Price.

3.5 Homebuyer Documents. The sale of each Affordable Unit is subject to satisfaction of the following conditions:

3.5.1 Each Homebuyer shall execute the Affordable Housing Resale Restrictions, which shall be recorded against the Affordable Unit.

3.5.2 The Affordable Housing Resale Restrictions shall include the following occupancy requirements: The Owner shall occupy and continually use the Affordable Unit as the Homebuyer’s Primary Residence during the Total Affordability Term. On an annual basis, the City’s Program Manager will send the Homebuyer an Occupancy Recertification Form to be filled out and returned to the City within thirty (30) days of receipt. The Owner shall affirm that they are occupying the Affordable Unit as their Primary Residence. The Owner will be required to submit copies of two current utility bills, or other evidence of occupancy that is acceptable to the City, as part of the annual recertification process.

3.5.3 The Affordable Housing Resale Restrictions shall provide for the terms of resale and the distribution of proceeds from any sale, as follows:
(a) The Homebuyer shall execute the City Promissory Note evidencing Homebuyer's agreement to pay the City Equity Share, and record the City Deed of Trust against the Affordable Unit to secure the City Promissory Note. (b) During the Affordability Term, prior to the Transfer of an Affordable Unit, each Homebuyer shall agree to the City Promissory Note, and execute the Affordable Housing Resale Restrictions, the City Deed of Trust, the Notice of Restrictions, and the Request for Default, which shall be recorded against each Affordable Unit. In the event a Homebuyer seeks to Transfer an Affordable Unit during the Affordability Term, the City, in its sole and absolute discretion, may approve an assignment and assumption agreement for subsequent sales of the Property to Eligible Households during the Affordability Term. The Affordable Housing Resale Restrictions shall provide that Affordable Units shall only be Transferred to an Eligible Household for an Affordable Sales Price during the Affordability Term, and the City Deed of Trust securing the City Promissory Note shall remain a lien on the Property. (c) During the Affordability Term, if a Transfer complies with the requirements of the Affordable Housing Resale Restrictions, then the Homebuyer selling the Affordable Unit shall be entitled to closing proceeds after payment of a First Lien for the Affordable Unit, and the City Equity Share shall be an obligation of the new Homebuyer, pursuant to the City Promissory Note and City Deed of Trust recorded against the Property. (d) Following the expiration of the Affordability Term for the Affordable Unit, the City Equity Share shall become due and payable upon a Transfer of the Property.

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(e) The City Equity Share includes an amount equal to the “initial subsidy” and “proportionate share of appreciation,” in accordance with California Government Code section 65915(c)(2), and shall be determined as follows:
(i) An amount equal to the difference between the fair market value of the Affordable Unit at the time of the initial purchase and the Affordable Sales Price (the “Initial Subsidy”), plus
(ii) An amount equal to the product of (1) the appreciation of the Affordable Unit, as measured by the increase in the fair market value of the Affordable Unit at the time of the sale to the Homebuyer and the resale of the Affordable Unit, and (2) the percentage that the Initial Subsidy represented of the fair market value of the Affordable Unit when it was purchased by the Homebuyer (the “Proportionate Share of Appreciation”). (f) Payment of the City Equity Share is subject to the following: (1) payment to satisfy a First Lien from a primary lender, as approved by City at the time of the initial sale, or subsequent approval in the event of a refinance event, and (2) an amount equal to the down payment and the cost of improvements paid by the Homebuyer. Following payment of the City Equity Share, the Homebuyer shall receive the remainder of any closing proceeds, less any costs of closing, including any and all real estate broker commissions. (g) When the City Equity Share becomes due, the proceeds from the sale of the Property shall first satisfy a First Lien, and the Homebuyer shall receive proceeds for the value of any improvements and any down payment actually paid. The City Equity Share shall be paid prior to disbursement of remaining sales proceeds to the Homebuyer.

3.5.4 In order to assist City with calculation of the City Equity Share, Developer or a Homebuyer, as applicable, shall provide City with a calculation of the fair market value of each Affordable Unit at the initial sale which shall be determined as follows:
(a) For the initial sale, Developer shall propose to the City a fair market value based on a price per square foot that is based on comparable sales of other units within the Project.
(b) Except for the initial sales subject to sub-paragraph (a), prior to the sale of an Affordable Unit, a qualified appraiser shall conduct an appraisal of the Affordable Unit to determine fair market value without the restrictions of this Agreement. If a seller or prospective Homebuyer disputes the appraised value, then that party may pay for the costs of a second appraisal and, if there is still disagreement, the average of the two appraisals shall be used to determine the fair market value.
(c) The fair market value of the Affordable Unit, as determined in accordance with the above, shall be provided to the City for approval or disapproval, which City shall provide within thirty (30) days of receipt of the proposed fair market value. If City does not provide a written response within such time period, then the proposed fair market value shall be deemed approved by the City.

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3.6 Alternative Compliance. If, for the initial sale of an Affordable Unit, a Homebuyer has not been identified by the Developer for certification by the City within 90 days of the issuance of a Certificate of Occupancy for such unit and good faith marketing efforts by Developer, as outlined in Section 4.13, Developer shall provide the City written notice that a Homebuyer has not been identified for the Affordable Unit; the notice to the City shall include a description of additional plans to market the Affordable Unit subject to City’s reasonable review and approval. If Developer is still unable to identify a Homebuyer within an additional 90 days following implementation of the additional marketing plan approved by the City, Developer may sell the Affordable Unit to a qualified nonprofit housing corporation pursuant to, and subject to the requirements of, the State Density Bonus Law (“Nonprofit Unit”). At close of such a sale, provided that the Developer has complied with all requirements of the State Density Bonus Law, including but not limited to recording an equity sharing agreement against the Nonprofit Unit required under Government Code Section 65915(c)(2)(C), the Nonprofit Unit shall not be subject to any requirement of this Agreement and this Agreement shall terminate as to and cease to be a burden on or encumbrance against that Nonprofit Unit. Upon Developer’s request in connection with a sale of a Nonprofit Unit approved by the City, City agrees to provide documentation, in a form subject to City’s reasonable approval, terminating this Agreement as to that Nonprofit Unit at the close of the sale.

4. OPERATION OF THE PROJECT BY DEVELOPER

4.1 Payment of Density Bonus Setup Fee. A Density Bonus Setup Fee in the amount of Fifteen Thousand Nine Hundred Sixty Seven Dollars and Ninety Cents ($15,967.90), was paid by the Developer on December 9, 2024.

4.2 Recording of Documents; Priority.

4.2.1 Prior to issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement, and Developer shall deliver the proof of recording as required by Section 4.2.3, below. City shall cooperate with Developer in promptly executing in recordable form this Agreement. The date of recording of the Agreement shall be the Effective Date of the Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and Project for the Term of this Agreement. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Affordable Units for the Term of this Agreement to ensure compliance with the State Density Bonus Law and City Density Bonus Law, and to ensure the continued supply of Affordable Units in the Project, except as expressly set forth in this Agreement.

4.2.2 The Agreement shall be recorded against the Property and have priority over those matters of public record, except as approved in writing by the City; provided, however, prior to issuance of a Certificate of Occupancy for the Project, the Parties may execute an amendment to this Agreement or other appropriate instrument that ensures that the requirements of this Agreement, upon the creation of the Affordable Units and the recordation of this Agreement, are properly recorded against each Affordable Unit and memorializes Owner's obligation to provide the Affordable Units on a for-sale basis in accordance with this Agreement and, upon the recording of such instrument as to the individual Affordable Units, the City may determine, in its sole and City Council 19 – 27 5/6/2025
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absolute discretion, to a release of this Agreement to the Property as a whole. Provided, however, this Agreement shall terminate and be of no further force and effect on the Unrestricted Units or any common areas of the Property as provided in Section 5.1.

4.2.3 Prior to issuance of building permits for the Project, Developer shall cause to be provided to City a condition of title guarantee (or other evidence acceptable to the City) that demonstrates this Agreement is senior to any other lien, deed of trust, mortgage, or other interest in the Property or the Project, except any Developer construction loan, Developer mortgage or deed of trust, or other interest in the Property or the Project approved by the City in writing, which approval shall not be unreasonably conditioned, withheld, or delayed. The City shall have not less than ten (10) days to determine that this Agreement (or an amended version of the Agreement restricting the Affordable Units) has senior rights. If City disapproves the evidence provided by Developer, then Developer agrees and acknowledges that City may withhold the building permit unless and until Developer provides evidence satisfactory to the City demonstrating priority of this Agreement or an amendment thereto.

4.3 Occupancy Levels. Developer shall not apply or permit any occupancy requirements that violate local, state or federal law during the development or sale of the Affordable Units.

4.4 Use of the Property. All uses conducted on the Property by Developer, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations.

4.5 Maintenance. Developer shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Developer, until a Homeowners’ Association (“HOA”) is established, at which point, the HOA and each Homebuyer shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project, after providing notice as follows: (i) at least a 24-hour notice to Developer and Homebuyer of the Affordable Unit which will be inspected, or (ii) at least 48 hours’ notice to Developer, which shall promptly give notice to Owners of the Affordable Unit to be inspected.

4.6 Preparation and Recordation of Transfer Documents. Developer shall prepare and obtain City’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, of the Affordable Housing Resale Restrictions, the City Promissory Note, the City Deed of Trust, and the Notice of Affordability Restrictions, for each Affordable Unit to Eligible Households required by Section 3 of this Agreement in substantially the forms attached hereto as Exhibits B, C, D, and G, respectively. Developer shall not sell an Affordable Unit unless and until the City has reviewed and approved the Homebuyer as an Eligible Household for the purchase of the Affordable Unit, and the Homebuyer has executed and submitted to the Program Director, in recordable form, the Affordable Housing Resale Restrictions, the City Deed of Trust, and the Notice of Affordability Restrictions, and the approved financing for the Homebuyer, including the executed City Promissory Note. City’s approval of the Homebuyer as an Eligible Household City Council 19 – 28 5/6/2025
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pursuant to this Section 4.6 shall not be unreasonably conditioned, withheld, or delayed. City shall have thirty (30) days to review a request to approve a proposed Homebuyer.

4.7 Selection of Homebuyers.

4.7.1 Developer shall be responsible for the selection of Homebuyers for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement.

4.7.2 In selecting Homebuyers for the Affordable Units, Developer shall apply a preference for Santa Ana residents and workers to the extent permissible by law. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in purchasing the Affordable Units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority.

4.7.3 Qualified applicants for Affordable Units will be screened and “lotterized.” A waiting list will be created from a lottery generated from the initial pool of qualified homebuyer applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein.

4.7.4 Prior to the sale of an Affordable Unit, Developer shall require the Homebuyer to execute a written purchase sale agreement substantially similar to the Form PSA, and a written certification from the Homebuyer verifying compliance with the requirements for an Eligible Household and all other eligibility requirements established for the Affordable Unit.

Developer shall verify the income of the Homebuyer as set forth herein.

4.8 Income Verification and Certification. Developer shall verify income of prospective Homebuyers and certify the verification to the City; provided, however, that Developer shall not be liable for any fraud or mistake in performing its duties pursuant to this Section 4.8. In evaluating prospective Homebuyers, Developer shall consider the following sources of income in order of preference: (i) employment income; (ii) business income; (iii) income from Social Security, Supplemental Security Income (SSI), welfare, disability, or pension payments; and (iv) alimony or child support. To verify income, Developer shall comply with the procedures set forth in Section A-3 of the Administrative Procedures Manual. Subject to the foregoing preferences, Developer shall consider Gross Household Income from all adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. Within fifteen (15) days of delivery of an executed contract for purchase of an Affordable Unit by a prospective Homebuyer, Developer shall provide City with the Income Verification Form set forth in Exhibit F and the Certification of Continuing Occupancy set forth in Exhibit G.

4.9 DELETED
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4.10 DELETED

4.11 DELETED

4.12 Marketing and Resident Selection Plan.

4.12.1 Prior to Certificate of Occupancy, Developer shall prepare and obtain City’s approval, which approval shall not be unreasonably conditioned, withheld, or delayed, of a marketing program and resident selection plan for the sale of the Affordable Units at the Project (“Marketing Program”). City shall have thirty (30) days to review a proposed Marketing Program.

The sale of the Affordable Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City’s prior written approval. Upon request, Developer shall provide City with periodic reports with respect to the sale of the Affordable Units.

4.12.2 The Marketing Program shall include marketing and community outreach activities, proposed Homebuyer selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include the application process, interview procedure, Affordable Unit offer and assignment for selected homeowners, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program.

4.13 Non-Discrimination in Housing. Developer, and any successors in interest, shall not discriminate any person or group of persons on account of race, color, religion, sex, gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, familial or marital status, disability, veteran or military status, genetic information, political affiliation or opinion, medical condition, pregnancy or pregnancy-related condition, or condition of physical or mental disability or other handicap, age, or source of income or status with regard to public assistance in the transfer, use, occupancy, tenure or enjoyment of the Property or the Affordable Units, and the Developer, or any person claiming under or through it, shall not establish or permit any such practice of discrimination or segregation with reference to the selection, location, number, use or occupancy of any Homebuyer or resident of the Property or the Affordable Units.

4.14 Monitoring and Recordkeeping. Throughout the Term of this Agreement, on or before January 31 of each year, Developer shall annually complete or cause to be completed and submit to City the Annual Compliance Report in the form set forth in Exhibit G for each year until all Affordable Units are sold. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project relating to the Affordable Units and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City without a fee from the City.

Developer agrees to cooperate with City in making the Property and the records of the Project relating to the Affordable Unit reasonably available for such inspection or audit. Developer agrees to maintain or cause for the maintenance of each record of the Project for no less than five (5) years after creation of each such record.

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4.15 Developer shall allow the City to conduct annual inspections of the Affordable Units on the Property after the date of construction completion, with reasonable notice, which shall be at least twenty four (24) hours in advance, unless a shorter time is required in an emergency, to Developer for the Term of this Agreement. Developer shall commence to cure or cause the commencement to cure any defects or deficiencies found by the City while conducting such inspections within ten (10) business days of written notice thereof, or such longer period as is reasonable within the reasonable discretion of the City.

5. TERM OF THIS AGREEMENT

5.1 Term. This Agreement shall continue until all Affordable Units have been sold to Homebuyers pursuant to this Agreement (the “Term”). Upon the issuance of a Certificate of Occupancy for all of the Affordable Units in a building, this Agreement shall terminate as to the Unrestricted Units and the common area associated with that building. If there are no Affordable Units in a particular building, this Agreement shall terminate as to the Unrestricted Units in that building and the common area associated with that building upon the issuance of the Certificate of Occupancy for Affordable Units in the prior building. Upon the initial sale of each Affordable Unit and execution and recordation (as applicable) of the Homebuyer Documents pursuant to Section 3.5, or sale of an Affordable Unit as a Released Unit pursuant to Section 3.6, this Agreement shall terminate and be of no further force and effect with respect to such Affordable Unit. Upon the initial sale of all Affordable Units to Eligible Households pursuant to this Agreement, this Agreement shall terminate and be of no further force and effect. While not necessary to effect the termination of this Agreement, the Parties shall cooperate to execute and record a release or termination as to the Unrestricted Units, common area of the Project, or the Affordable Units as per the terms of this Section.

5.2 Continuing Obligation to Pay the City Equity Share. Notwithstanding the expiration of the Term, the City shall have the right to receive payment for the City Equity Share, and enforce the Affordable Housing Resale Restrictions, the City Promissory Note, and the City Deed of Trust until satisfactory payment of the City Equity Share pursuant to the terms of those agreements.

6. DEFAULT AND TERMINATION; INDEMNIFICATION

6.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is of the nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired.

Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default.

6.2 Remedies.

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City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, “Indemnitees”) from and against any loss, liability, claim, or judgment arising from any claims, demands, or causes of action arising from or related to Developer’s performance of its obligations under this Agreement, including the approval of this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees.

7. ASSIGNMENT; COVENANTS RUN WITH THE LAND

7.1 Assignment by Developer.

7.1.1 Prohibited Transfers or Assignments. Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, in whole or in part, unless the sale, transfer, or assignment complies with this Section 7. With the exception of sale, transfer, or assignment occurring after the recordation of this Agreement to an entity wholly owned by Developer, if Developer seeks to sell, transfer or assign the Property or Project, or any rights and obligations in this Agreement, Developer shall request City’s written consent, and City shall respond within thirty (30) days with a written approval or denial, which City may determine in its reasonable discretion. City’s failure to respond to the request within thirty (30) days shall be deemed an approval.

7.1.2 Sale or Conveyance of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement in accordance with the terms of Section 5.1 hereof, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Developer and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Developer further understands and agrees that the approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project sell the Affordable Units in accordance with the covenants, conditions and restrictions of this Agreement. Notwithstanding anything to the contrary contained herein, in the event that Developer or any successor in interest elects not to construct the Project, or any portion thereof, this Agreement shall terminate as to and cease to be a burden on or encumbrance against the Property or such portion thereof upon expiration or earlier termination of the entitlements for the Project.

7.1.3 Subsequent Assignment. As used in this Agreement, the term “Developer” shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement.

7.1.4 Unpermitted Assignments Void. Any sale, transfer, or assignment made in violation of this Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments.

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7.2 Covenants Run with the Land. The Property shall be used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein in accordance with the terms of Section 5.1 hereof. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property in accordance with the terms of Section 5.1 hereof and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the agreement provides a public benefit in furtherance of benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City.

8. MISCELLANEOUS

8.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties with respect to the density bonus of the Project, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein.

No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.

8.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council, or through the City Manager as detailed herein, and signed on behalf of each party. The City Manager shall have the authority to make approvals, issue interpretations, execute documents, waive provisions, and/or enter into amendments of this Agreement on behalf of City that further the intent of this Agreement. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City’s review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Property in the Official Records of Orange County, California.

8.3 Notices.

8.3.1 Delivery. As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the City Council 19 – 34 5/6/2025
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recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next-day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next-day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party; or (vi) upon transmission thereof (as evidenced by the recipient’s reply to such notice or other competent evidence of actual receipt) if transmitted by electronic transmission (email), provided that a copy of such notice is concurrently sent by first-class mail postage prepaid. All notices shall be addressed as follows:

If to City: City of Santa Ana
Community Development Agency
20 Civic Center Plaza (M-26)
P.0. Box 1988
Santa Ana, California 92702
Attention: Housing Manager
With a copy to: Office of the City Attorney
City of Santa Ana
20 Civic Center Plaza, 7th Floor (M-29)
Santa Ana, California 92702
If to Developer: Santa Ana 8 Inv, LLC,
A Delaware limited liability company
3121 Michelson Dr, Suite 150
Irvine, CA 92612

8.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

8.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement.

8.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting City Council 19 – 35 5/6/2025
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Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof.

8.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

8.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates.

8.8 Joint and Several Obligations. If at any time during the term of this Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers.

8.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

8.10 Computation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term “days” shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, “business days” shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business.

8.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.

8.12 Non-Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, gender, gender identity, gender expression, marital status, sexual orientation, familial status, source of income, veteran or military status, age, national origin, ancestry, disability or genetic information, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

8.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement.

8.14 Force Majeure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Party's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Party's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party.

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If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance.

8.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party.

8.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof.

8.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument.

8.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, or to the extent allowed by law, in the federal court district covering the City, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court.

8.19 Project as a Private Undertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property.

8.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and in the satisfaction of the Project and conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or the Project or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements or amendments to this agreement as may be reasonably necessary or proper to fulfill City Council 19 – 37 5/6/2025
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the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City.

8.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party.

8.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus for Affordable Housing, and the terms and conditions of this Agreement. For the duration of the Term, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof, unless otherwise approved by City in writing. Developer expressly understands and acknowledges that state law requires preservation of Affordability Covenants in connection with the approval of this density bonus project.

8.23 Mortgagee Protections. Notwithstanding anything to the contrary set forth elsewhere herein, Developer may obtain financing for the development and construction of the Project, which financing may be secured by a lien or charge of a mortgage, deed of trust, or other security interest then of record made in good faith and for value (a “Mortgage”) without the City’s consent; provided, however, that the Mortgage is subject to and subordinate to this Agreement unless otherwise approved by the City in writing, in its sole and absolute discretion. Upon the written request therefore by any holder of a Mortgage (a “Mortgagee”), the City shall provide such Mortgagee copies of any notice of default or demand to perform provided to Developer under this Agreement substantially concurrently with its delivery to Developer and agrees that such Mortgagee may, but is under no obligation to, cure any such default pursuant to Section 6. In the event a Mortgage exists for which City has received notice from the Mortgagee pursuant to this Section, this Agreement shall not be amended, supplemented, restated or otherwise modified in any manner without the prior written consent of such Mortgagee, which shall not be unreasonably withheld, conditioned, or delayed. The City’s rights pursuant to Section 6 shall be superior to, but shall not render invalid, any mortgage or deed of trust recorded against the Property or any portion thereof, including without limitation, any Affordable Unit. Notwithstanding any other provision in this Agreement to the contrary, this Agreement shall not diminish or affect the rights of the California Housing Finance Agency (“CalHFA”), HUD, the Federal National Mortgage Association (“FNMA”), or the Veterans Administration (“VA”) under any mortgage recorded against the Property in compliance with the Declaration. The City further agrees to execute and deliver to Mortgagee such further and other documents as Mortgagee may reasonably require to effect the purpose and intent of this Section.

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8.24 Attorneys' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party.

8.25 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder.
{Signatures on following page}
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Exhibit A
Legal Description of the Property

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
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Exhibit B

EXHIBIT B

FORM OF AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING, AND

REGULATORY AGREEMENT

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702
Attn: City Clerk
Free Recording pursuant to
Government Code 6103 & 27383

AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND

REGULATORY AGREEMENT
(Address; APN)
This AFFORDABLE HOUSING RESALE RESTRICTIONS, EQUITY SHARING AND REGULATORY AGREEMENT (“Affordable Housing Resale Restrictions” or “Agreement”) is made as of______________, by ________________(“Homebuyer”) in favor of the CITY OF SANTA ANA, a municipal corporation (“City”).

R E C I T A L S
A. Homebuyer has purchased a single family house located at_________________, Santa Ana, California, _____, as such real property is more particularly described in “Exhibit 1” attached hereto and incorporated herein (“Property”).

B. In connection with Homebuyer purchasing the Property, Homebuyer acknowledged and received disclosures that the purchase was subject to a Density Bonus Housing Agreement with Declaration of Covenants, Conditions and Restrictions (“Density Bonus Agreement”), dated on or about ______, 2025, between the developer of the Property, ______________ (“Developer”). The Density Bonus Agreement required the Property to be sold to a Moderate Income Household, subject to the provisions of this Affordable Housing Resale Restrictions, pursuant to which Developer imposed covenants upon the Property to be sold to Eligible Homebuyers at an Affordable Sales Price. Homebuyer hereby acknowledges and agrees that this Affordable Housing Resale Restrictions is intended to implement the requirements of the Density Bonus Agreement, and that the purchase, use and occupancy of the Property is subject to the conditions, covenants and restrictions contained herein. Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Density Bonus Agreement.

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Exhibit B
C. Homebuyer desires and intends to restrict the Property and the improvements thereon in accordance with this Affordable Housing Resale Restrictions. Homebuyer agrees and acknowledges that this Affordable Housing Resale Restrictions is intended to implement and further the intent of the Density Bonus Agreement, entered into between City and Developer of the Property, which was recorded against the Affordable Unit to impose the conditions, covenants, and restrictions as set forth herein. This Affordable Housing Resale Restrictions shall be construed in accordance with the Regulatory Agreement.

D. Homebuyer is a Moderate Income Household, as that term is defined in this Agreement.

E. Homebuyer has represented to City that Homebuyer and Homebuyer’s household intend to reside in the Property as Homebuyer’s principal residence at all times during Homebuyer’s ownership of the Property.

NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:

1. DEFINITIONS
“Affordability Term” means that period of time commencing upon the Date of this Agreement and terminating on the date that is fifty-five (55) years from the date a Certificate of Occupancy was issued for the Property.
“Affordable Housing Cost” means the purchase price for Moderate Income Households pursuant to California Health & Safety Code Section 50052.5, and implementing regulations of Sections 6920, 6924 and 6930 of Title 25 of the California Code of Regulations for Moderate Income Households. The Affordable Housing Cost shall not exceed thirty-five percent (35%) times one hundred ten percent (110%) of the Orange County Median Income for a household size appropriate to the unit, pursuant to Santa Ana Municipal Code. “Affordable Sales Price” means a purchase price required under a written purchase sale agreement that does not exceed the sum of the Supportable Mortgage plus the Benchmark Down Payment.

Affordable Unit” or “Property” means the individual dwelling unit restricted by this Agreement
“City” means the City of Santa Ana, California, a California municipal corporation, and the City’s successors and assigns.
“City Deed of Trust” means the City Deed of Trust, securing this Affordable Housing Resale Restrictions and the City Promissory Note, and dated on or about the same date hereof. “City Equity Share” means the amount that Homebuyers agree to pay to the City in accordance with the City Promissory Note.
“City Promissory Note” means the City Promissory Note, evidencing Homebuyer's agreement to pay the City Equity Share and dated on or about the same date hereof.

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Exhibit B
“County” means the County of Orange, California.
“Date of this Agreement” means the date in the first paragraph of this Agreement. “Default” means the failure of a party to perform any action or covenant required by this Agreement within the time periods provided herein following notice and opportunity to cure.

The term default also includes an Ownership Default and a Maintenance Default as more fully defined and described herein. Notwithstanding the foregoing for purposes of acceleration of the City Promissory Note , or initiation of foreclosure proceedings there shall be a distinction between the types of default hereunder, including an “Ownership Default” and a “Maintenance Default.” The term “Ownership Default” means the failure of Homebuyer to perform any action or covenant required by the Affordable Housing Resale Restriction related to ownership, owner-occupancy, lien priority, and restrictions on sale and resale of the Property subject to the notice and opportunity to cure provisions set forth herein. A default of any obligation secured by the First Lien shall be a cross-default and also constitute an Ownership Default. The term “Maintenance Default” means the failure of Homebuyer to perform any action or covenant required by this Agreement relating to a “Maintenance Deficiency,” including the ongoing upkeep, maintenance, and use of the Property in decent, safe, sanitary, clean, and neighborly manner, subject to the notice and opportunity to cure provisions set forth herein (and expressly excluding an Ownership Default). “Developer” means Alminlo Properties, a California limited liability company . “Eligible Household” means a Household whose income does not exceed the “Moderate Income Household” qualifying limit as defined herein.
“First Lien” means the lien of the institution making the purchase money mortgage loan to Homebuyer for the purchase of the Property.
“Homebuyer” means the person or persons set forth in the first paragraph of this Agreement, and their successors and assigns.
“Housing Cost” means and includes all of the following costs associated with ownership of an Affordable Unit as defined in Title 25 of the California Code of Regulations Section 6920, and Santa Ana Municipal Code, including:
(a) Principal and interest on a mortgage loan at the defined interest rate; (b) Property tax and assessments;
(c) Fire and casualty insurance covering replacement value of property improvements;
(d) Property maintenance and repairs;
(e) A reasonable utility allowance, as determined by the Orange County Housing Authority; and
(f) Homeowner Association assessments and dues.

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Exhibit B
“Legal Description” means the legal description of the Property which is attached hereto as Exhibit A and incorporated herein.
“Median Income” means the area median income for Orange County PMSA, Adjusted for Family Size Appropriate to the unit pursuant to California Health and Safety Code § 50052.5(h), as periodically published by the California Department of Housing and Community Development.
“Moderate Income” and “Moderate Income Households” means moderate income households as defined in Health & Safety Code Section 50079.5, with Gross Income for the Household that does not exceed one hundred twenty percent (120%) AMI. “Notice of Intent to Transfer” means a written notice from Homebuyer to the City that provides notice of an intent to Transfer the Property and all information required by this Agreement in connection with the proposed Transfer.
“Permitted Transfer” means any Transfer which is permitted under this Agreement with the written consent of the City.
“Prohibited Transfer” means any Transfer which is disapproved by the City or violates this Agreement.
“Property” means that certain real property located at the street address set forth in Recital A and legally described in the Legal Description.
“Purchase Agreement” means that certain agreement pursuant to which Homebuyer has agreed to purchase the Property from the Developer.
“Request for Notice” means the Request for Notice of Default attached hereto as Exhibit I and incorporated herein.
“Sales Price” means the sum to be paid by a Transferee for the Transfer of the Property. “Transfer” shall mean any sale, assignment, conveyance, lease or transfer, voluntary or involuntary, of any interest in the Property. Without limiting the generality of the foregoing, Transfer shall include (i) a transfer by devise, inheritance or intestacy; (ii) creation of a life estate; (iii) creation of a joint tenancy interest; (iv) a gift of all or any portion of the Property; or (v) any voluntary conveyance of the Property.
“Transferee” shall mean any natural person or entity who obtains ownership or possessory rights in the Property pursuant to a Transfer.

2. HOMEBUYER’S REPRESENTATIONS AND WARRANTIES AS TO THE SALE OF THE PROPERTY TO HOMEBUYER.

2.1 Homebuyer represents and warrants to City that the financial and other information which Homebuyer has provided to City with respect to Homebuyer’s income and the City Council 19 – 46 5/6/2025
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Exhibit B
purchase price of the Property was true and correct at the time such information was provided, and remains true and correct as of the Date of this Agreement.

2.2 Homebuyer agrees to occupy the Property as Homebuyer's primary residence.

3. RESTRICTIONS ON SALE OF PROPERTY.

3.1 Homebuyer covenants and agrees that during the Affordability Term, any resale of the Property shall be to a Moderate Income Household for an amount that does not exceed an Affordable Sales Price.

3.2 Prior to any Transfer of the Affordable Unit, Homebuyer shall provide the City with a Notice of Intent to Transfer, in a form approved by the City, and the City shall have the right to approve or disapprove of any Transfer, which approval shall not be unreasonably withheld.

3.3 Permitted Transfers. Prior to any Transfer of the Property, Homebuyer shall obtain City's written consent pursuant to the requirements of Section 4 and 5, below, and subject to the following:
(a) During the Affordability Term, the Homebuyer may Transfer the Property to a Moderate Income Household for an Affordable Sales Price. (b) Upon expiration of the Affordability Term, Homebuyer may sell the Property without the affordability restrictions of this Agreement, subject to the satisfaction of the City Promissory Note and City Deed of Trust.

3.4 Prohibited Transfers. Any Transfer of the Property without the City's written consent or in violation of this Agreement is a Prohibited Transfer.

4. HOMEBUYER PROCEEDS FROM SALE OF PROPERTY.

4.1 This Agreement implements the provisions of the Density Bonus Agreement for disbursement of funds from a sale of the Property, as further set forth below.

4.2 Permitted Transfers During the Affordability Term. During the Affordability Term, a Homebuyer retains the proceeds from a Permitted Transfer after payment of the First Lien, and reasonable closing costs and broker fees. The City Deed of Trust shall remain a lien on the Property, or the Transferee shall executed a new Affordable Housing Resale Restrictions, City Promissory Note, and City Deed of Trust.

4.3 Permitted Transfers Upon Expiration of the Affordability Term. Upon expiration of the Affordability Term, the City Equity Share shall become due and payable upon a Permitted Transfer, and the proceeds from a sale shall be used for payment of the City Equity Share in satisfaction of the City Promissory Note.

4.4 Prohibited Transfers. Homebuyer agrees and acknowledges that a Prohibited Transfer is a default of this Agreement and, in the event of such a default, the City shall be entitled City Council 19 – 47 5/6/2025
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Santa Ana City CouncilMay 6, 2025

Santa Ana City Council
May 6, 2025