832.5, 832.7 and 832.8, Evidence Code Sections 1043 through 1046, Chapter 9, Article V of the Santa Ana Municipal Code, the MOU that applies to the impacted member, Santa Ana Police Department's policies and procedures, and the Public Safety Officers Procedural Bill of Rights (Government Code Section 3300, et seq.). The Police Department shall designate staff who will timely receive and process requests for records made by the Commission and/or the IndependentPolice Oversight Director.
To increase transparency, all data including, but not limited to, stop, detention, arrest, and use of force data, including Racial and Identity Profiling Act ("RIPA") data and reports, that are legally disclosed to the Department of Justice and/or any other federal or state law enforcement agency, shall, at the time of disclosure of that data, be concurrently provided to the Commission and the IndependentPolice Oversight Director.
Any information that is confidential and prohibited from disclosure shall be redacted.
Sec. 2-669. Rules and records.
The for Conducting Commission shall, in consultationBusiness.
The City Manager will consult with the IndependentPolice Oversight Director and the City Manager, to develop rules for the transaction of business of theconducting Commission, which rules shall, among other things, include the manner of calling and giving notice of special meetings and hearings, and the appointment and powers of ad hoc and standing subcommittees. Said subcommittees may be formed to work on various topics within the scope of police activities. business. The city councilCity Manager shall adopt the rules for the transaction of business of the Commission. The Commission shall also keep records ofmaintain its resolutions, rules, transactions, motions, orders, findings, and recommendations and determinations. Except , except for those items made confidential by California Penal Code Sections 832.5, 832.7 and 832.8, Evidence Code Sections 1043-1046 or by any other applicable privileges under the law, the records. The resolutions, rules, transactions, motions, and recommendations of the Commission shall be open to the public. Commission reports shall be posted on the City's website and open to public inspection, except that. Any information contained therein that is confidential and prohibited from disclosure under any other applicable law shall be redacted.
Sec. 2-670. Severability.
Should any provision of this division, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, that determination shall have no effect on any other provision of this division or Chapter or the application of this Division or Chapter to any other person or circumstance and, to that end, the provisions hereof are severable.
Secs. 2-671—2-699 Reserved.
Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that City Council 15 – 15 7/15/2025
Ordinance No. NS-XXX
it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional.
Section 5. This ordinance shall become effective thirty (30) days after its adoption.
Section 6. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law.
ADOPTED this _______ day of ___________, 2025.
_________________________
Valeria Amezcua
Mayor
APPROVED AS TO FORM
Sonia R. Carvalho, City Attorney
By:
_________________________
Jonathan T. Martinez
Assistant City Attorney
AYES: Councilmembers: _________________________________ NOES: Councilmembers: _________________________________ ABSTAIN: Councilmembers: _________________________________ NOT PRESENT: Councilmembers: _________________________________ City Council 15 – 16 7/15/2025
Ordinance No. NS-XXX
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, ______________, City Clerk, do hereby attest to and certify that the attached Ordinance No. NS-______ to be the original ordinance adopted by the City Council of the City of Santa Ana on _____________________, and that said ordinance was published in accordance with the Charter of the City of Santa Ana.
Date: ______________________ ________________________________ City Clerk
City of Santa Ana
City Council 15 – 17 7/15/2025
State of California
GOVERNMENT CODE
Section 3300
3300. This chapter is known and may be cited asthe Public Safety Officers Procedural Bill of Rights Act.
(Added by Stats. 1976, Ch. 465.)
Government Code - GOV
TITLE 1. GENERAL [100 - 7931.000] ( Title 1 enacted by Stats. 1943, Ch. 134. ) DIVISION 4. PUBLIC OFFICERS AND EMPLOYEES [1000 - 3599.84] ( Division 4 enacted by Stats. 1943, Ch. 134. )
CHAPTER 9.7. Public Safety Officers [3300 - 3313] ( Chapter 9.7 added by Stats. 1976, Ch. 465. ) 3300. This chapter is known and may be cited as the Public Safety Officers Procedural Bill of Rights Act.
(Added by Stats. 1976, Ch. 465.)
3301. For purposes of this chapter, the term public safety officer means all peace officers specified in Sections 830.1, 830.2, 830.3, 830.31, 830.32, 830.33, except subdivision (e), 830.34, 830.35, except subdivision (c), 830.36, 830.37, 830.38, 830.4, and 830.5 of the Penal Code.
The Legislature hereby finds and declares that the rights and protections provided to peace officers under this chapter constitute a matter of statewide concern. The Legislature further finds and declares that effective law enforcement depends upon the maintenance of stable employer-employee relations, between public safety employees and their employers. In order to assure that stable relations are continued throughout the state and to further assure that effective services are provided to all people of the state, it is necessary that this chapter be applicable to all public safety officers, as defined in this section, wherever situated within the State of California. (Amended by Stats. 1990, Ch. 675, Sec. 1.)
3302. (a) Except as otherwise provided by law, or whenever on duty or in uniform, no public safety officer shall be prohibited from engaging, or be coerced or required to engage, in political activity. (b) No public safety officer shall be prohibited from seeking election to, or serving as a member of, the governing board of a school district.
(Amended by Stats. 1978, Ch. 1173.)
3303. When any public safety officer is under investigation and subjected to interrogation by his or her commanding officer, or any other member of the employing public safety department, that could lead to punitive action, the interrogation shall be conducted under the following conditions. For the purpose of this chapter, punitive action means any action that may lead to dismissal, demotion, suspension, reduction in salary, written reprimand, or transfer for purposes of punishment. (a) The interrogation shall be conducted at a reasonable hour, preferably at a time when the public safety officer is on duty, or during the normal waking hours for the public safety officer, unless the seriousness of the investigation requires otherwise. If the interrogation does occur during off-duty time of the public safety officer being interrogated, the public safety officer shall be compensated for any off-duty time in accordance with regular department procedures, and the public safety officer shall not be released from employment for any work missed.
(b) The public safety officer under investigation shall be informed prior to the interrogation of the rank, EXHIBIT 2
City Council 15 – 18 7/15/2025
name, and command of the officer in charge of the interrogation, the interrogating officers, and all other persons to be present during the interrogation. All questions directed to the public safety officer under interrogation shall be asked by and through no more than two interrogators at one time. (c) The public safety officer under investigation shall be informed of the nature of the investigation prior to any interrogation.
(d) The interrogating session shall be for a reasonable period taking into consideration gravity and complexity of the issue being investigated. The person under interrogation shall be allowed to attend to his or her own personal physical necessities.
(e) The public safety officer under interrogation shall not be subjected to offensive language or threatened with punitive action, except that an officer refusing to respond to questions or submit to interrogations shall be informed that failure to answer questions directly related to the investigation or interrogation may result in punitive action. No promise of reward shall be made as an inducement to answering any question. The employer shall not cause the public safety officer under interrogation to be subjected to visits by the press or news media without his or her express consent nor shall his or her home address or photograph be given to the press or news media without his or her express consent. (f) No statement made during interrogation by a public safety officer under duress, coercion, or threat of punitive action shall be admissible in any subsequent civil proceeding. This subdivision is subject to the following qualifications:
(1) This subdivision shall not limit the use of statements made by a public safety officer when the employing public safety department is seeking civil sanctions against any public safety officer, including disciplinary action brought under Section 19572. (2) This subdivision shall not prevent the admissibility of statements made by the public safety officer under interrogation in any civil action, including administrative actions, brought by that public safety officer, or that officer’s exclusive representative, arising out of a disciplinary action. (3) This subdivision shall not prevent statements made by a public safety officer under interrogation from being used to impeach the testimony of that officer after an in camera review to determine whether the statements serve to impeach the testimony of the officer. (4) This subdivision shall not otherwise prevent the admissibility of statements made by a public safety officer under interrogation if that officer subsequently is deceased. (g) The complete interrogation of a public safety officer may be recorded. If a tape recording is made of the interrogation, the public safety officer shall have access to the tape if any further proceedings are contemplated or prior to any further interrogation at a subsequent time. The public safety officer shall be entitled to a transcribed copy of any notes made by a stenographer or to any reports or complaints made by investigators or other persons, except those which are deemed by the investigating agency to be confidential. No notes or reports that are deemed to be confidential may be entered in the officer’s personnel file. The public safety officer being interrogated shall have the right to bring his or her own recording device and record any and all aspects of the interrogation. (h) If prior to or during the interrogation of a public safety officer it is deemed that he or she may be charged with a criminal offense, he or she shall be immediately informed of his or her constitutional rights.
(i) Upon the filing of a formal written statement of charges, or whenever an interrogation focuses on matters that are likely to result in punitive action against any public safety officer, that officer, at his or her request, shall have the right to be represented by a representative of his or her choice who may be present at all times during the interrogation. The representative shall not be a person subject to the same investigation. The representative shall not be required to disclose, nor be subject to any punitive action for refusing to disclose, any information received from the officer under investigation for noncriminal matters.
This section shall not apply to any interrogation of a public safety officer in the normal course of duty, counseling, instruction, or informal verbal admonishment by, or other routine or unplanned contact with, a supervisor or any other public safety officer, nor shall this section apply to an investigation concerned solely and directly with alleged criminal activities. (j) No public safety officer shall be loaned or temporarily reassigned to a location or duty assignment if a sworn member of his or her department would not normally be sent to that location or would not normally be given that duty assignment under similar circumstances. (Amended by Stats. 1994, Ch. 1259, Sec. 1. Effective January 1, 1995.) City Council 15 – 19 7/15/2025 3304. (a) No public safety officer shall be subjected to punitive action, or denied promotion, or be threatened with any such treatment, because of the lawful exercise of the rights granted under this chapter, or the exercise of any rights under any existing administrative grievance procedure.
Nothing in this section shall preclude a head of an agency from ordering a public safety officer to cooperate with other agencies involved in criminal investigations. If an officer fails to comply with such an order, the agency may officially charge him or her with insubordination. (b) No punitive action, nor denial of promotion on grounds other than merit, shall be undertaken by any public agency against any public safety officer who has successfully completed the probationary period that may be required by his or her employing agency without providing the public safety officer with an opportunity for administrative appeal.
(c) No chief of police may be removed by a public agency, or appointing authority, without providing the chief of police with written notice and the reason or reasons therefor and an opportunity for administrative appeal.
For purposes of this subdivision, the removal of a chief of police by a public agency or appointing authority, for the purpose of implementing the goals or policies, or both, of the public agency or appointing authority, for reasons including, but not limited to, incompatibility of management styles or as a result of a change in administration, shall be sufficient to constitute “reason or reasons.” Nothing in this subdivision shall be construed to create a property interest, where one does not exist by rule or law, in the job of Chief of Police.
(d) (1) Except as provided in this subdivision and subdivision (g), no punitive action, nor denial of promotion on grounds other than merit, shall be undertaken for any act, omission, or other allegation of misconduct if the investigation of the allegation is not completed within one year of the public agency’s discovery by a person authorized to initiate an investigation of the allegation of an act, omission, or other misconduct. This one-year limitation period shall apply only if the act, omission, or other misconduct occurred on or after January 1, 1998. In the event that the public agency determines that discipline may be taken, it shall complete its investigation and notify the public safety officer of its proposed discipline by a Letter of Intent or Notice of Adverse Action articulating the discipline that year, except as provided in paragraph (2). The public agency shall not be required to impose the discipline within that one-year period.
(2) (A) If the act, omission, or other allegation of misconduct is also the subject of a criminal investigation or criminal prosecution, the time during which the criminal investigation or criminal prosecution is pending shall toll the one-year time period. (B) If the public safety officer waives the one-year time period in writing, the time period shall be tolled for the period of time specified in the written waiver. (C) If the investigation is a multijurisdictional investigation that requires a reasonable extension for coordination of the involved agencies.
(D) If the investigation involves more than one employee and requires a reasonable extension. (E) If the investigation involves an employee who is incapacitated or otherwise unavailable. (F) If the investigation involves a matter in civil litigation where the public safety officer is named as a party defendant, the one-year time period shall be tolled while that civil action is pending. (G) If the investigation involves a matter in criminal litigation where the complainant is a criminal defendant, the one-year time period shall be tolled during the period of that defendant’s criminal investigation and prosecution.
(H) If the investigation involves an allegation of workers’ compensation fraud on the part of the public safety officer.
(e) Where a predisciplinary response or grievance procedure is required or utilized, the time for this response or procedure shall not be governed or limited by this chapter. (f) If, after investigation and any predisciplinary response or procedure, the public agency decides to impose discipline, the public agency shall notify the public safety officer in writing of its decision to impose discipline, including the date that the discipline will be imposed, within 30 days of its decision, City Council 15 – 20 7/15/2025 except if the public safety officer is unavailable for discipline. (g) Notwithstanding the one-year time period specified in subdivision (d), an investigation may be reopened against a public safety officer if both of the following circumstances exist:
(1) Significant new evidence has been discovered that is likely to affect the outcome of the investigation.
(2) One of the following conditions exist:
(A) The evidence could not reasonably have been discovered in the normal course of investigation without resorting to extraordinary measures by the agency. (B) The evidence resulted from the public safety officer’s predisciplinary response or procedure. (h) For those members listed in subdivision (a) of Section 830.2 of the Penal Code, the 30-day time period provided for in subdivision (f) shall not commence with the service of a preliminary notice of adverse action, should the public agency elect to provide the public safety officer with such a notice. (Amended by Stats. 2009, Ch. 494, Sec. 1. (AB 955) Effective January 1, 2010.) 3304.5. An administrative appeal instituted by a public safety officer under this chapter shall be conducted in conformance with rules and procedures adopted by the local public agency. (Added by Stats. 1998, Ch. 263, Sec. 1. Effective January 1, 1999.) 3305. No public safety officer shall have any comment adverse to his interest entered in his personnel file, or any other file used for any personnel purposes by his employer, without the public safety officer having first read and signed the instrument containing the adverse comment indicating he is aware of such comment, except that such entry may be made if after reading such instrument the public safety officer refuses to sign it. Should a public safety officer refuse to sign, that fact shall be noted on that document, and signed or initialed by such officer.
(Added by Stats. 1976, Ch. 465.)
3305.5. (a) A punitive action, or denial of promotion on grounds other than merit, shall not be undertaken by any public agency against any public safety officer solely because that officer’s name has been placed on a Brady list, or that the officer’s name may otherwise be subject to disclosure pursuant to Brady v. Maryland (1963) 373 U.S. 83.
(b) This section shall not prohibit a public agency from taking punitive action, denying promotion on grounds other than merit, or taking other personnel action against a public safety officer based on the underlying acts or omissions for which that officer’s name was placed on a Brady list, or may otherwise be subject to disclosure pursuant to Brady v. Maryland (1963) 373 U.S. 83, if the actions taken by the public agency otherwise conform to this chapter and to the rules and procedures adopted by the local agency.
(c) Evidence that a public safety officer’s name has been placed on a Brady list, or may otherwise be subject to disclosure pursuant to Brady v. Maryland (1963) 373 U.S. 83, shall not be introduced for any purpose in any administrative appeal of a punitive action, except as provided in subdivision (d). (d) Evidence that a public safety officer’s name was placed on a Brady list may only be introduced if, during the administrative appeal of a punitive action against an officer, the underlying act or omission for which that officer’s name was placed on a Brady list is proven and the officer is found to be subject to some form of punitive action. If the hearing officer or other administrative appeal tribunal finds or determines that a public safety officer has committed the underlying acts or omissions that will result in a punitive action, denial of a promotion on grounds other than merit, or any other adverse personnel action, and evidence exists that a public safety officer’s name has been placed on a Brady list, or may otherwise be subject to disclosure pursuant to Brady v. Maryland (1963) 373 U.S. 83, then the evidence shall be introduced for the sole purpose of determining the type or level of punitive action to be imposed.
(e) For purposes of this section, “Brady list” means any system, index, list, or other record containing the names of peace officers whose personnel files are likely to contain evidence of dishonesty or bias, which is maintained by a prosecutorial agency or office in accordance with the holding in Brady v.
Maryland (1963) 373 U.S. 83.
(Added by Stats. 2013, Ch. 779, Sec. 1. (SB 313) Effective January 1, 2014.) City Council 15 – 21 7/15/2025 3306. A public safety officer shall have 30 days within which to file a written response to any adverse comment entered in his personnel file. Such written response shall be attached to, and shall accompany, the adverse comment.
(Added by Stats. 1976, Ch. 465.)
3306.5. (a) Every employer shall, at reasonable times and at reasonable intervals, upon the request of a public safety officer, during usual business hours, with no loss of compensation to the officer, permit that officer to inspect personnel files that are used or have been used to determine that officer’s qualifications for employment, promotion, additional compensation, or termination or other disciplinary action.
(b) Each employer shall keep each public safety officer’s personnel file or a true and correct copy thereof , and shall make the file or copy thereof available within a reasonable period of time after a request therefor by the officer.
(c) If, after examination of the officer’s personnel file, the officer believes that any portion of the material is mistakenly or unlawfully placed in the file, the officer may request, in writing, that the mistaken or unlawful portion be corrected or deleted. Any request made pursuant to this subdivision shall include a statement by the officer describing the corrections or deletions from the personnel file requested and the reasons supporting those corrections or deletions. A statement submitted pursuant to this subdivision shall become part of the personnel file of the officer. (d) Within 30 calendar days of receipt of a request made pursuant to subdivision (c), the employer shall either grant the officer’s request or notify the officer of the decision to refuse to grant the request. If the employer refuses to grant the request, in whole or in part, the employer shall state in writing the reasons for refusing the request, and that written statement shall become part of the personnel file of the officer. (Added by Stats. 2000, Ch. 209, Sec. 1. Effective January 1, 2001.) 3307. (a) No public safety officer shall be compelled to submit to a lie detector test against his or her will. No disciplinary action or other recrimination shall be taken against a public safety officer refusing to submit to a lie detector test, nor shall any comment be entered anywhere in the investigator’s notes or anywhere else that the public safety officer refused to take, or did not take, a lie detector test, nor shall any testimony or evidence be admissible at a subsequent hearing, trial, or proceeding, judicial or administrative, to the effect that the public safety officer refused to take, or was subjected to, a lie detector test.
(b) For the purpose of this section, “lie detector” means a polygraph, deceptograph, voice stress analyzer, psychological stress evaluator, or any other similar device, whether mechanical or electrical, that is used, or the results of which are used, for the purpose of rendering a diagnostic opinion regarding the honesty or dishonesty of an individual.
(Amended by Stats. 1998, Ch. 112, Sec. 1. Effective January 1, 1999.) 3307.5. (a) No public safety officer shall be required as a condition of employment by his or her employing public safety department or other public agency to consent to the use of his or her photograph or identity as a public safety officer on the Internet for any purpose if that officer reasonably believes that the disclosure may result in a threat, harassment, intimidation, or harm to that officer or his or her family.
(b) Based upon his or her reasonable belief that the disclosure of his or her photograph or identity as a public safety officer on the Internet as described in subdivision (a) may result in a threat, harassment, intimidation, or harm, the officer may notify the department or other public agency to cease and desist from that disclosure. After the notification to cease and desist, the officer, a district attorney, or a United States Attorney may seek an injunction prohibiting any official or unofficial use by the department or other public agency on the Internet of his or her photograph or identity as a public safety officer. The court may impose a civil penalty in an amount not to exceed five hundred dollars ($500) per day commencing two working days after the date of receipt of the notification to cease and desist. (Added by Stats. 1999, Ch. 338, Sec. 1. Effective January 1, 2000.) 3308. No public safety officer shall be required or requested for purposes of job assignment or other personnel action to disclose any item of his property, income, assets, source of income, debts or personal or domestic expenditures (including those of any member of his family or household) unless such information is obtained or required under state law or proper legal procedure, tends to indicate a conflict of interest with respect to the performance of his official duties, or is necessary for the employing agency to ascertain the desirability of assigning the public safety officer to a specialized unit in which there is a strong possibility that bribes or other improper inducements may be offered.
City Council 15 – 22 7/15/2025
(Added by Stats. 1976, Ch. 465.)
3309. No public safety officer shall have his locker, or other space for storage that may be assigned to him searched except in his presence, or with his consent, or unless a valid search warrant has been obtained or where he has been notified that a search will be conducted. This section shall apply only to lockers or other space for storage that are owned or leased by the employing agency. (Added by Stats. 1976, Ch. 465.)
3309.5. (a) It shall be unlawful for any public safety department to deny or refuse to any public safety officer the rights and protections guaranteed to him or her by this chapter. (b) Nothing in subdivision (h) of Section 11181 shall be construed to affect the rights and protections afforded to state public safety officers under this chapter or under Section 832.5 of the Penal Code. (c) The superior court shall have initial jurisdiction over any proceeding brought by any public safety officer against any public safety department for alleged violations of this chapter. (d) (1) In any case where the superior court finds that a public safety department has violated any of the provisions of this chapter, the court shall render appropriate injunctive or other extraordinary relief to remedy the violation and to prevent future violations of a like or similar nature, including, but not limited to, the granting of a temporary restraining order, preliminary injunction, or permanent injunction prohibiting the public safety department from taking any punitive action against the public safety officer.
(2) If the court finds that a bad faith or frivolous action or a filing for an improper purpose has been brought pursuant to this chapter, the court may order sanctions against the party filing the action, the party’s attorney, or both, pursuant to Sections 128.6 and 128.7 of the Code of Civil Procedure. Those sanctions may include, but not be limited to, reasonable expenses, including attorney’s fees, incurred by a public safety department as the court deems appropriate. Nothing in this paragraph is intended to subject actions or filings under this section to rules or standards that are different from those applicable to other civil actions or filings subject to Section 128.6 or 128.7 of the Code of Civil Procedure. (e) In addition to the extraordinary relief afforded by this chapter, upon a finding by a superior court that a public safety department, its employees, agents, or assigns, with respect to acts taken within the scope of employment, maliciously violated any provision of this chapter with the intent to injure the public safety officer, the public safety department shall, for each and every violation, be liable for a civil penalty not to exceed twenty-five thousand dollars ($25,000) to be awarded to the public safety officer whose right or protection was denied and for reasonable attorney’s fees as may be determined by the court. If the court so finds, and there is sufficient evidence to establish actual damages suffered by the officer whose right or protection was denied, the public safety department shall also be liable for the amount of the actual damages. Notwithstanding these provisions, a public safety department may not be required to indemnify a contractor for the contractor’s liability pursuant to this subdivision if there is, within the contract between the public safety department and the contractor, a “hold harmless” or similar provision that protects the public safety department from liability for the actions of the contractor. An individual shall not be liable for any act for which a public safety department is liable under this section.
(Amended by Stats. 2005, Ch. 22, Sec. 70. Effective January 1, 2006.) 3310. Any public agency which has adopted, through action of its governing body or its official designee, any procedure which at a minimum provides to peace officers the same rights or protections as provided pursuant to this chapter shall not be subject to this chapter with regard to such a procedure. (Added by Stats. 1976, Ch. 465.)
3311. Nothing in this chapter shall in any way be construed to limit the use of any public safety agency or any public safety officer in the fulfilling of mutual aid agreements with other jurisdictions or agencies, nor shall this chapter be construed in any way to limit any jurisdictional or interagency cooperation under any circumstances where such activity is deemed necessary or desirable by the jurisdictions or the agencies involved.
(Amended by Stats. 1977, Ch. 579.)
3312. Notwithstanding any other provision of law, the employer of a public safety officer may not take any punitive action against an officer for wearing a pin or displaying any other item containing the American flag, unless the employer gives the officer written notice that includes all of the following: City Council 15 – 23 7/15/2025 (a) A statement that the officer’s pin or other item violates an existing rule, regulation, policy, or local agency agreement or contract regarding the wearing of a pin, or the displaying of any other item, containing the American flag.
(b) A citation to the specific rule, regulation, policy, or local agency agreement or contract that the pin or other item violates.
(c) A statement that the officer may file an appeal against the employer challenging the alleged violation pursuant to applicable grievance or appeal procedures adopted by the department or public agency that otherwise comply with existing law.
(Added by Stats. 2002, Ch. 170, Sec. 2. Effective January 1, 2003.) 3313. In the 2005–06 fiscal year, the Commission on State Mandates shall review its statement of decision regarding the Peace Officer Procedural Bill of Rights test claim and make any modifications necessary to this decision to clarify whether the subject legislation imposed a mandate consistent with the California Supreme Court Decision in San Diego Unified School Dist. v. Commission on State Mandates (2004) 33 Cal.4th 859 and other applicable court decisions. If the Commission on State Mandates revises its statement of decision regarding the Peace Officer Procedural Bill of Rights test claim, the revised decision shall apply to local government Peace Officer Procedural Bill of Rights activities occurring after the date the revised decision is adopted. (Added by Stats. 2005, Ch. 72, Sec. 6. Effective July 19, 2005.) City Council 15 – 24 7/15/2025
State of California
PENAL CODE
Section 832.5
832.5. (a) (1) Each department or agency in this state that employs peace officers shall establish a procedure to investigate complaints by members of the public against the personnel of these departments or agencies, and shall make a written description of the procedure available to the public.
(2) Each department or agency that employs custodial officers, as defined in Section 831.5, may establish a procedure to investigate complaints by members of the public against those custodial officers employed by these departments or agencies, provided, however, that any procedure so established shall comply with the provisions of this section and with the provisions of Section 832.7.
(b) Complaints and any reports or findings relating to these complaints, including all complaints and any reports currently in the possession of the department or agency, shall be retained for a period of no less than 5 years for records where there was not a sustained finding of misconduct and for not less than 15 years where there was a sustained finding of misconduct. A record shall not be destroyed while a request related to that record is being processed or any process or litigation to determine whether the record is subject to release is ongoing. All complaints retained pursuant to this subdivision may be maintained either in the peace or custodial officer’s general personnel file or in a separate file designated by the department or agency as provided by department or agency policy, in accordance with all applicable requirements of law. However, prior to any official determination regarding promotion, transfer, or disciplinary action by an officer’s employing department or agency, the complaints described by subdivision (c) shall be removed from the officer’s general personnel file and placed in a separate file designated by the department or agency, in accordance with all applicable requirements of law.
(c) Complaints by members of the public that are determined by the peace or custodial officer’s employing agency to be frivolous, as defined in Section 128.5 of the Code of Civil Procedure, or unfounded or exonerated, or any portion of a complaint that is determined to be frivolous, unfounded, or exonerated, shall not be maintained in that officer’s general personnel file. However, these complaints shall be retained in other, separate files that shall be deemed personnel records for purposes of the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code) and Section 1043 of the Evidence Code. (1) Management of the peace or custodial officer’s employing agency shall have access to the files described in this subdivision.
(2) Management of the peace or custodial officer’s employing agency shall not use the complaints contained in these separate files for punitive or promotional
STATE OF CALIFORNIA
AUTHENTICATED
ELECTRONIC LEGAL MATERIAL
City Council 15 – 25 7/15/2025
purposes except as permitted by subdivision (f) of Section 3304 of the Government Code.
(3) Management of the peace or custodial officer’s employing agency may identify any officer who is subject to the complaints maintained in these files which require counseling or additional training. However, if a complaint is removed from the officer’s personnel file, any reference in the personnel file to the complaint or to a separate file shall be deleted.
(d) As used in this section, the following definitions apply:
(1) “General personnel file” means the file maintained by the agency containing the primary records specific to each peace or custodial officer’s employment, including evaluations, assignments, status changes, and imposed discipline. (2) “Unfounded” means that the investigation clearly established that the allegation is not true.
(3) “Exonerated” means that the investigation clearly established that the actions of the peace or custodial officer that formed the basis for the complaint are not violations of law or department policy.
(Amended by Stats. 2022, Ch. 28, Sec. 125. (SB 1380) Effective January 1, 2023.) City Council 15 – 26 7/15/2025
State of California
PENAL CODE
Section 832.7
832.7. (a) Except as provided in subdivision (b), the personnel records of peace officers and custodial officers and records maintained by a state or local agency pursuant to Section 832.5, or information obtained from these records, are confidential and shall not be disclosed in any criminal or civil proceeding except by discovery pursuant to Sections 1043 and 1046 of the Evidence Code. This section does not apply to investigations or proceedings concerning the conduct of peace officers or custodial officers, or an agency or department that employs those officers, conducted by a grand jury, a district attorney’s office, the Attorney General’s office, or the Commission on Peace Officer Standards and Training.
(b) (1) Notwithstanding subdivision (a), Section 7923.600 of the Government Code, or any other law, the following peace officer or custodial officer personnel records and records maintained by a state or local agency shall not be confidential and shall be made available for public inspection pursuant to the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code):
(A) A record relating to the report, investigation, or findings of any of the following:
(i) An incident involving the discharge of a firearm at a person by a peace officer or custodial officer.
(ii) An incident involving the use of force against a person by a peace officer or custodial officer that resulted in death or in great bodily injury. (iii) A sustained finding involving a complaint that alleges unreasonable or excessive force.
(iv) A sustained finding that an officer failed to intervene against another officer using force that is clearly unreasonable or excessive.
(B) (i) Any record relating to an incident in which a sustained finding was made by any law enforcement agency or oversight agency that a peace officer or custodial officer engaged in sexual assault involving a member of the public. (ii) As used in this subparagraph, “sexual assault” means the commission or attempted initiation of a sexual act with a member of the public by means of force, threat, coercion, extortion, offer of leniency or other official favor, or under the color of authority. For purposes of this definition, the propositioning for or commission of any sexual act while on duty is considered a sexual assault. (iii) As used in this subparagraph, “member of the public” means any person not employed by the officer’s employing agency and includes any participant in a cadet, explorer, or other youth program affiliated with the agency.
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(C) Any record relating to an incident in which a sustained finding was made by any law enforcement agency or oversight agency involving dishonesty by a peace officer or custodial officer directly relating to the reporting, investigation, or prosecution of a crime, or directly relating to the reporting of, or investigation of misconduct by, another peace officer or custodial officer, including, but not limited to, any false statements, filing false reports, destruction, falsifying, or concealing of evidence, or perjury.
(D) Any record relating to an incident in which a sustained finding was made by any law enforcement agency or oversight agency that a peace officer or custodial officer engaged in conduct including, but not limited to, verbal statements, writings, online posts, recordings, and gestures, involving prejudice or discrimination against a person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status.
(E) Any record relating to an incident in which a sustained finding was made by any law enforcement agency or oversight agency that the peace officer made an unlawful arrest or conducted an unlawful search.
(2) Records that are subject to disclosure under clause (iii) or (iv) of subparagraph (A) of paragraph (1), or under subparagraph (D) or (E) of paragraph (1), relating to an incident that occurs before January 1, 2022, shall not be subject to the time limitations in paragraph (11) until January 1, 2023.
(3) Records that shall be released pursuant to this subdivision include all investigative reports; photographic, audio, and video evidence; transcripts or recordings of interviews; autopsy reports; all materials compiled and presented for review to the district attorney or to any person or body charged with determining whether to file criminal charges against an officer in connection with an incident, whether the officer’s action was consistent with law and agency policy for purposes of discipline or administrative action, or what discipline to impose or corrective action to take; documents setting forth findings or recommended findings; and copies of disciplinary records relating to the incident, including any letters of intent to impose discipline, any documents reflecting modifications of discipline due to the Skelly or grievance process, and letters indicating final imposition of discipline or other documentation reflecting implementation of corrective action. Records that shall be released pursuant to this subdivision also include records relating to an incident specified in paragraph (1) in which the peace officer or custodial officer resigned before the law enforcement agency or oversight agency concluded its investigation into the alleged incident. (4) A record from a separate and prior investigation or assessment of a separate incident shall not be released unless it is independently subject to disclosure pursuant to this subdivision.
(5) If an investigation or incident involves multiple officers, information about allegations of misconduct by, or the analysis or disposition of an investigation of, an officer shall not be released pursuant to subparagraph (B), (C), (D), or (E) of paragraph (1), unless it relates to a sustained finding regarding that officer that is itself subject City Council 15 – 28 7/15/2025
to disclosure pursuant to this section. However, factual information about that action of an officer during an incident, or the statements of an officer about an incident, shall be released if they are relevant to a finding against another officer that is subject to release pursuant to subparagraph (B), (C), (D), or (E) of paragraph (1). (6) An agency shall redact a record disclosed pursuant to this section only for any of the following purposes:
(A) To remove personal data or information, such as a home address, telephone number, or identities of family members, other than the names and work-related information of peace and custodial officers.
(B) To preserve the anonymity of whistleblowers, complainants, victims, and witnesses.
(C) To protect confidential medical, financial, or other information of which disclosure is specifically prohibited by federal law or would cause an unwarranted invasion of personal privacy that clearly outweighs the strong public interest in records about possible misconduct and use of force by peace officers and custodial officers. (D) Where there is a specific, articulable, and particularized reason to believe that disclosure of the record would pose a significant danger to the physical safety of the peace officer, custodial officer, or another person.
(7) Notwithstanding paragraph (6), an agency may redact a record disclosed pursuant to this section, including personal identifying information, where, on the facts of the particular case, the public interest served by not disclosing the information clearly outweighs the public interest served by disclosure of the information. (8) An agency may withhold a record of an incident described in paragraph (1) that is the subject of an active criminal or administrative investigation, in accordance with any of the following:
(A) (i) During an active criminal investigation, disclosure may be delayed for up to 60 days from the date the misconduct or use of force occurred or until the district attorney determines whether to file criminal charges related to the misconduct or use of force, whichever occurs sooner. If an agency delays disclosure pursuant to this clause, the agency shall provide, in writing, the specific basis for the agency’s determination that the interest in delaying disclosure clearly outweighs the public interest in disclosure. This writing shall include the estimated date for disclosure of the withheld information.
(ii) After 60 days from the misconduct or use of force, the agency may continue to delay the disclosure of records or information if the disclosure could reasonably be expected to interfere with a criminal enforcement proceeding against an officer who engaged in misconduct or used the force. If an agency delays disclosure pursuant to this clause, the agency shall, at 180-day intervals as necessary, provide, in writing, the specific basis for the agency’s determination that disclosure could reasonably be expected to interfere with a criminal enforcement proceeding. The writing shall include the estimated date for the disclosure of the withheld information. Information withheld by the agency shall be disclosed when the specific basis for withholding is resolved, when the investigation or proceeding is no longer active, or by no later than 18 months after the date of the incident, whichever occurs sooner.
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(iii) After 60 days from the misconduct or use of force, the agency may continue to delay the disclosure of records or information if the disclosure could reasonably be expected to interfere with a criminal enforcement proceeding against someone other than the officer who engaged in the misconduct or used the force. If an agency delays disclosure under this clause, the agency shall, at 180-day intervals, provide, in writing, the specific basis why disclosure could reasonably be expected to interfere with a criminal enforcement proceeding, and shall provide an estimated date for the disclosure of the withheld information. Information withheld by the agency shall be disclosed when the specific basis for withholding is resolved, when the investigation or proceeding is no longer active, or by no later than 18 months after the date of the incident, whichever occurs sooner, unless extraordinary circumstances warrant continued delay due to the ongoing criminal investigation or proceeding. In that case, the agency must show by clear and convincing evidence that the interest in preventing prejudice to the active and ongoing criminal investigation or proceeding outweighs the public interest in prompt disclosure of records about misconduct or use of force by peace officers and custodial officers. The agency shall release all information subject to disclosure that does not cause substantial prejudice, including any documents that have otherwise become available.
(iv) In an action to compel disclosure brought pursuant to Section 7923.000 of the Government Code, an agency may justify delay by filing an application to seal the basis for withholding, in accordance with Rule 2.550 of the California Rules of Court, or any successor rule, if disclosure of the written basis itself would impact a privilege or compromise a pending investigation.
(B) If criminal charges are filed related to the incident in which misconduct occurred or force was used, the agency may delay the disclosure of records or information until a verdict on those charges is returned at trial or, if a plea of guilty or no contest is entered, the time to withdraw the plea pursuant to Section 1018. (C) During an administrative investigation into an incident described in paragraph (1), the agency may delay the disclosure of records or information until the investigating agency determines whether the misconduct or use of force violated a law or agency policy, but no longer than 180 days after the date of the employing agency’s discovery of the misconduct or use of force, or allegation of misconduct or use of force, by a person authorized to initiate an investigation. (9) A record of a complaint, or the investigations, findings, or dispositions of that complaint, shall not be released pursuant to this section if the complaint is frivolous, as defined in Section 128.5 of the Code of Civil Procedure, or if the complaint is unfounded.
(10) The cost of copies of records subject to disclosure pursuant to this subdivision that are made available upon the payment of fees covering direct costs of duplication pursuant to subdivision (a) of Section 7922.530 of the Government Code shall not include the costs of searching for, editing, or redacting the records. (11) Except to the extent temporary withholding for a longer period is permitted pursuant to paragraph (8), records subject to disclosure under this subdivision shall City Council 15 – 30 7/15/2025
be provided at the earliest possible time and no later than 45 days from the date of a request for their disclosure.
(12) (A) For purposes of releasing records pursuant to this subdivision, the lawyer-client privilege does not prohibit the disclosure of either of the following:
(i) Factual information provided by the public entity to its attorney or factual information discovered in any investigation conducted by, or on behalf of, the public entity’s attorney.
(ii) Billing records related to the work done by the attorney so long as the records do not relate to active and ongoing litigation and do not disclose information for the purpose of legal consultation between the public entity and its attorney. (B) This paragraph does not prohibit the public entity from asserting that a record or information within the record is exempted or prohibited from disclosure pursuant to any other federal or state law.
(13) Notwithstanding subdivision (a) or any other law, an agency that formerly employed a peace officer or custodial officer may, without receiving a request for disclosure, disclose to the public the termination for cause of that officer by that agency for any disclosable incident, including those described in subparagraphs (A) to (E), inclusive, of paragraph (1). Any such disclosure shall be at the discretion of the agency and shall not include any information otherwise prohibited from disclosure.
This paragraph is declaratory of existing law.
(c) Notwithstanding subdivisions (a) and (b), a department or agency shall release to the complaining party a copy of the complaining party’s own statements at the time the complaint is filed.
(d) Notwithstanding subdivisions (a) and (b), a department or agency that employs peace or custodial officers may disseminate data regarding the number, type, or disposition of complaints (sustained, not sustained, exonerated, or unfounded) made against its officers if that information is in a form which does not identify the individuals involved.
(e) Notwithstanding subdivisions (a) and (b), a department or agency that employs peace or custodial officers may release factual information concerning a disciplinary investigation if the officer who is the subject of the disciplinary investigation, or the officer’s agent or representative, publicly makes a statement they know to be false concerning the investigation or the imposition of disciplinary action. Information may not be disclosed by the peace or custodial officer’s employer unless the false statement was published by an established medium of communication, such as television, radio, or a newspaper. Disclosure of factual information by the employing agency pursuant to this subdivision is limited to facts contained in the officer’s personnel file concerning the disciplinary investigation or imposition of disciplinary action that specifically refute the false statements made public by the peace or custodial officer or their agent or representative.
(f) (1) The department or agency shall provide written notification to the complaining party of the disposition of the complaint within 30 days of the disposition.
City Council 15 – 31 7/15/2025
(2) The notification described in this subdivision is not conclusive or binding or admissible as evidence in any separate or subsequent action or proceeding brought before an arbitrator, court, or judge of this state or the United States. (g) This section does not affect the discovery or disclosure of information contained in a peace or custodial officer’s personnel file pursuant to Section 1043 of the Evidence Code.
(h) This section does not supersede or affect the criminal discovery process outlined in Chapter 10 (commencing with Section 1054) of Title 6 of Part 2, or the admissibility of personnel records pursuant to subdivision (a), which codifies the court decision in Pitchess v. Superior Court (1974) 11 Cal.3d 531.
(i) Nothing in this chapter is intended to limit the public’s right of access as provided for in Long Beach Police Officers Association v. City of Long Beach (2014) 59 Cal.4th 59.
(Amended by Stats. 2024, Ch. 3, Sec. 1. (SB 400) Effective January 1, 2025.) City Council 15 – 32 7/15/2025
State of California
PENAL CODE
Section 832.8
832.8. As used in Section 832.7, the following words or phrases have the following meanings:
(a) “Personnel records” means any file maintained under that individual’s name by his or her employing agency and containing records relating to any of the following:
(1) Personal data, including marital status, family members, educational and employment history, home addresses, or similar information. (2) Medical history.
(3) Election of employee benefits.
(4) Employee advancement, appraisal, or discipline.
(5) Complaints, or investigations of complaints, concerning an event or transaction in which he or she participated, or which he or she perceived, and pertaining to the manner in which he or she performed his or her duties.
(6) Any other information the disclosure of which would constitute an unwarranted invasion of personal privacy.
(b) “Sustained” means a final determination by an investigating agency, commission, board, hearing officer, or arbitrator, as applicable, following an investigation and opportunity for an administrative appeal pursuant to Sections 3304 and 3304.5 of the Government Code, that the actions of the peace officer or custodial officer were found to violate law or department policy. (c) “Unfounded” means that an investigation clearly establishes that the allegation is not true.
(Amended by Stats. 2018, Ch. 988, Sec. 3. (SB 1421) Effective January 1, 2019.)
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STATE OF CALIFORNIA
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State of California
EVIDENCE CODE
Section 1040-1047
Evidence Code - EVID
DIVISION 8. PRIVILEGES [900 - 1070] ( Division 8 enacted by Stats. 1965, Ch. 299. )
CHAPTER 4. Particular Privileges [930 - 1063] ( Chapter 4 enacted by Stats. 1965, Ch. 299. )
ARTICLE 9. Official Information and Identity of Informer [1040 - 1047] ( Article 9 enacted by Stats. 1965, Ch. 299. )
1040. (a) As used in this section, “official information” means information acquired in confidence by a public employee in the course of his or her duty and not open, or officially disclosed, to the public prior to the time the claim of privilege is made.
(b) A public entity has a privilege to refuse to disclose official information, and to prevent another from disclosing official information, if the privilege is claimed by a person authorized by the public entity to do so and either of the following apply:
(1) Disclosure is forbidden by an act of the Congress of the United States or a statute of this state.
(2) Disclosure of the information is against the public interest because there is a necessity for preserving the confidentiality of the information that outweighs the necessity for disclosure in the interest of justice; but no privilege may be claimed under this paragraph if any person authorized to do so has consented that the information be disclosed in the proceeding. In determining whether disclosure of the information is against the public interest, the interest of the public entity as a party in the outcome of the proceeding may not be considered. (c) Notwithstanding any other law, the Employment Development Department shall disclose to law enforcement agencies, in accordance with subdivision (i) of Section 1095 of the Unemployment Insurance Code, information in its possession relating to any person if an arrest warrant has been issued for the person for commission of a felony.
(Amended by Stats. 2015, Ch. 20, Sec. 1. (SB 79) Effective June 24, 2015.) 1041. (a) Except as provided in this section, a public entity has a privilege to refuse to disclose the identity of a person who has furnished information as provided in subdivision (b) purporting to disclose a violation of a law of the United States or of this state or of a public entity in this state, and to prevent another from disclosing the person’s identity, if the privilege is claimed by a person authorized by the public entity to do so and either of the following apply: City Council 15 – 34 7/15/2025
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(1) Disclosure is forbidden by an act of the Congress of the United States or a statute of this state.
(2) Disclosure of the identity of the informer is against the public interest because the necessity for preserving the confidentiality of his or her identity outweighs the necessity for disclosure in the interest of justice. The privilege shall not be claimed under this paragraph if a person authorized to do so has consented that the identity of the informer be disclosed in the proceeding. In determining whether disclosure of the identity of the informer is against the public interest, the interest of the public entity as a party in the outcome of the proceeding shall not be considered. (b) The privilege described in this section applies only if the information is furnished in confidence by the informer to any of the following:
(1) A law enforcement officer.
(2) A representative of an administrative agency charged with the administration or enforcement of the law alleged to be violated.
(3) Any person for the purpose of transmittal to a person listed in paragraph (1) or (2). As used in this paragraph, “person” includes a volunteer or employee of a crime stopper organization.
(c) The privilege described in this section shall not be construed to prevent the informer from disclosing his or her identity.
(d) As used in this section, “crime stopper organization” means a private, nonprofit organization that accepts and expends donations used to reward persons who report to the organization information concerning alleged criminal activity, and forwards the information to the appropriate law enforcement agency. (Amended by Stats. 2013, Ch. 19, Sec. 1. (AB 1250) Effective January 1, 2014.) 1042. (a) Except where disclosure is forbidden by an act of the Congress of the United States, if a claim of privilege under this article by the state or a public entity in this state is sustained in a criminal proceeding, the presiding officer shall make such order or finding of fact adverse to the public entity bringing the proceeding as is required by law upon any issue in the proceeding to which the privileged information is material.
(b) Notwithstanding subdivision (a), where a search is made pursuant to a warrant valid on its face, the public entity bringing a criminal proceeding is not required to reveal to the defendant official information or the identity of an informer in order to establish the legality of the search or the admissibility of any evidence obtained as a result of it.
(c) Notwithstanding subdivision (a), in any preliminary hearing, criminal trial, or other criminal proceeding, any otherwise admissible evidence of information communicated to a peace officer by a confidential informant, who is not a material witness to the guilt or innocence of the accused of the offense charged, is admissible on the issue of reasonable cause to make an arrest or search without requiring that the name or identity of the informant be disclosed if the judge or City Council 15 – 35 7/15/2025
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magistrate is satisfied, based upon evidence produced in open court, out of the presence of the jury, that such information was received from a reliable informant and in his discretion does not require such disclosure. (d) When, in any such criminal proceeding, a party demands disclosure of the identity of the informant on the ground the informant is a material witness on the issue of guilt, the court shall conduct a hearing at which all parties may present evidence on the issue of disclosure. Such hearing shall be conducted outside the presence of the jury, if any. During the hearing, if the privilege provided for in Section 1041 is claimed by a person authorized to do so or if a person who is authorized to claim such privilege refuses to answer any question on the ground that the answer would tend to disclose the identity of the informant, the prosecuting attorney may request that the court hold an in camera hearing. If such a request is made, the court shall hold such a hearing outside the presence of the defendant and his counsel. At the in camera hearing, the prosecution may offer evidence which would tend to disclose or which discloses the identity of the informant to aid the court in its determination whether there is a reasonable possibility that nondisclosure might deprive the defendant of a fair trial. A reporter shall be present at the in camera hearing. Any transcription of the proceedings at the in camera hearing, as well as any physical evidence presented at the hearing, shall be ordered sealed by the court, and only a court may have access to its contents. The court shall not order disclosure, nor strike the testimony of the witness who invokes the privilege, nor dismiss the criminal proceeding, if the party offering the witness refuses to disclose the identity of the informant, unless, based upon the evidence presented at the hearing held in the presence of the defendant and his counsel and the evidence presented at the in camera hearing, the court concludes that there is a reasonable possibility that nondisclosure might deprive the defendant of a fair trial. (Amended by Stats. 1969, Ch. 1412.)
1043. (a) In any case in which discovery or disclosure is sought of peace or custodial officer personnel records or records maintained pursuant to Section 832.5 of the Penal Code or information from those records, the party seeking the discovery or disclosure shall file a written motion with the appropriate court or administrative body upon written notice to the governmental agency that has custody and control of the records, as follows:
(1) In a civil action, the written notice shall be given at the times prescribed by subdivision (b) of Section 1005 of the Code of Civil Procedure. (2) In a criminal action, the written notice shall be served and filed at least 10 court days before the hearing. All papers opposing a motion so noticed shall be filed with the court at least five court days, and all reply papers at least two court days, before the hearing. Proof of service of the notice shall be filed no later than five court days before the hearing.
(b) The motion shall include all of the following:
(1) Identification of the proceeding in which discovery or disclosure is sought, the party seeking discovery or disclosure, the peace or custodial officer whose records are sought, the government City Councilal agency that has custody and control of the records, 15 – 36 7/15/2025
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and the time and place at which the motion for discovery or disclosure shall be heard.
(2) A description of the type of records or information sought. (3) Affidavits showing good cause for the discovery or disclosure sought, setting forth the materiality thereof to the subject matter involved in the pending litigation and stating upon reasonable belief that the governmental agency identified has the records or information from the records.
(c) Upon receipt of a notice served pursuant to subdivision (a), the governmental agency shall immediately notify the individual whose records are sought. (d) No hearing upon a motion for discovery or disclosure shall be held without full compliance with the notice provisions of this section except upon a showing by the moving party of good cause for noncompliance, or upon a waiver of the hearing by the governmental agency identified as having the records. (Amended by Stats. 2019, Ch. 585, Sec. 2. (AB 1600) Effective January 1, 2020.) 1044. Nothing in this article shall be construed to affect the right of access to records of medical or psychological history where such access would otherwise be available under Section 996 or 1016.
(Added by Stats. 1978, Ch. 630.)
1045. (a) This article does not affect the right of access to records of complaints, or investigations of complaints, or discipline imposed as a result of those investigations, concerning an event or transaction in which the peace officer or custodial officer, as defined in Section 831.5 of the Penal Code, participated, or which the officer perceived, and pertaining to the manner in which the officer performed the officer’s duties, provided that information is relevant to the subject matter involved in the pending litigation.
(b) In determining relevance, the court shall examine the information in chambers in conformity with Section 915, and shall exclude from disclosure both of the following:
(1) In any criminal proceeding the conclusions of any officer investigating a complaint filed pursuant to Section 832.5 of the Penal Code. (2) Facts sought to be disclosed that are so remote as to make disclosure of little or no practical benefit.
(c) In determining relevance where the issue in litigation concerns the policies or pattern of conduct of the employing agency, the court shall consider whether the information sought may be obtained from other records maintained by the employing agency in the regular course of agency business which would not necessitate the disclosure of individual personnel records. (d) Upon motion seasonably made by the governmental agency which has custody or control of the records to be examined or by the officer whose records are sought, and upon good cause showing the necessity thereof City Council, the court may make any order 15 – 37 7/15/2025
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which justice requires to protect the officer or agency from unnecessary annoyance, embarrassment or oppression.
(e) The court shall, in any case or proceeding permitting the disclosure or discovery of any peace or custodial officer records requested pursuant to Section 1043, order that the records disclosed or discovered may not be used for any purpose other than a court proceeding pursuant to applicable law.
(Amended by Stats. 2021, Ch. 402, Sec. 1. (SB 16) Effective January 1, 2022.) 1046. In any case, otherwise authorized by law, in which the party seeking disclosure is alleging excessive force by a peace officer or custodial officer, as defined in Section 831.5 of the Penal Code, in connection with the arrest of that party, or for conduct alleged to have occurred within a jail facility, the motion shall include a copy of the police report setting forth the circumstances under which the party was stopped and arrested, or a copy of the crime report setting forth the circumstances under which the conduct is alleged to have occurred within a jail facility.
(Amended by Stats. 2002, Ch. 391, Sec. 3. Effective January 1, 2003.) 1047. (a) Records of peace officers or custodial officers, as defined in Section 831.5 of the Penal Code, including supervisorial officers, who either were not present during the arrest or had no contact with the party seeking disclosure from the time of the arrest until the time of booking, or who were not present at the time the conduct at issue is alleged to have occurred within a jail facility, shall not be subject to disclosure.
(b) Notwithstanding subdivision (a), if a supervisorial officer whose records are being sought had direct oversight of a peace officer or a custodial officer, as defined in Section 831.5 of the Penal Code and issued command directives or had command influence over the circumstances at issue, the supervisorial officer’s records shall be subject to disclosure pursuant to Section 1045 if the peace officer or custodial officer under supervision was present during the arrest, had contact with the party seeking disclosure from the time of the arrest until the time of booking, or was present at the time the conduct at issue is alleged to have occurred within a jail facility.
(Amended by Stats. 2019, Ch. 585, Sec. 3. (AB 1600) Effective January 1, 2020.) City Council 15 – 38 7/15/2025
HOUSING AUTHORITY 1 March 18, 2025
DRAFT Minutes of the Special Meeting
of the Housing Authority
Santa Ana, California
March 18, 2025
CALL TO ORDER
MINUTES: Chair Amezcua called the Special Housing Authority Meeting to order at 11:11 P.M.
ATTENDANCE Authority Members Phil Bacerra
Johnathan Ryan Hernandez
Jessie Lopez
David Penaloza
Thai Viet Phan
Vice Chair Benjamin Vazquez
Chair Valerie Amezcua
City Manager Alvaro Nuñez
City Attorney Sonia R. Carvalho
Recording Secretary Jennifer L. Hall
ROLL CALL
MINUTES: Secretary Jennifer L. Hall conducted Roll Call.
Chair Amezcua, Vice Chair Vazquez, and Authority Members Bacerra, Hernandez, Lopez, and Phan were present. Authority Member Penaloza was absent.
ADDITIONS\DELETIONS TO THE HOUSING AUTHORITY AGENDA
MINUTES: None.
City Council 2 – 1 7/15/2025
HOUSING AUTHORITY 2 March 18, 2025
PUBLIC COMMENTS – Members of the public may address Housing Authority on items on the Housing Authority agenda.
MINUTES: None.
RECOMMENDED ACTION: Approve staff recommendations on the following Consent Calendar Items: 1 through 2.
MINUTES: At 11:12 P.M., the Consent Calendar was considered.
MOTION: Authority Member Hernandez moved to approve staffrecommendations on the following Consent Calendar Items: 1 through 2, seconded by Chair Amezcua.
The motion carried, 5-0-2, by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER
HERNANDEZ, AUTHORITY MEMBER PHAN, VICE CHAIR
VAZQUEZ, CHAIR AMEZCUA
NONE
NONE
AUTHORITY MEMBER LOPEZ, AUTHORITY MEMBER
PENALOZA
Status: 5 – 0 – 2 - Pass
1. Excused Absences
Department(s): City Clerk’s Office
Recommended Action: Excuse the absent members.
2. Minutes from the Special Meeting of December 17, 2024 Department(s): City Clerk’s Office
Recommended Action: Approve minutes.
**END OF CONSENT CALENDAR**
CONSENT CALENDAR
City Council 2 – 2 7/15/2025
HOUSING AUTHORITY 3 March 18, 2025
PUBLIC HEARING
3. Public Hearing – Approve the Housing Authority Fiscal Years 2025-2030 5-Year Plan and Fiscal Year 2025-2026 Annual Plan
Published in the Orange County Register, La Opinion, and Nguoi Viet on January 31, 2025.
Department(s): Community Development Agency
Recommended Action:
1. Conduct a public hearing in consideration of the approval and submission of the Housing Authority 5-Year Plan and Annual Plan to the U.S. Department of Housing and Urban Development.
2. Adopt a resolution approving the Housing Authority 5-Year Plan and Annual Plan and authorize the Executive Director of the Housing Authority to submit the 5- Year Plan and Annual Plan to the U.S. Department of Housing and Urban Development.
RESOLUTION NO. 2025-001 entitled A RESOLUTION OF THE HOUSING
AUTHORITY OF THE CITY OF SANTA ANA APPROVING THE SUBMISSSION OF THE FIVE YEAR PLAN FOR FISCAL YEARS 2025-2030 AND
SUBMISSION OF THE ANNUAL PLAN FOR FISCAL YEAR 2025-2026 MINUTES: Chair Amezcua opened the public hearing at 11:13 P.M. and, there being no public comments, closed the public hearing at 11:13 P.M.
MOTION: Authority Member Hernandez moved to approve the recommended actions for Public Hearing Item No. 3, seconded by Chair Amezcua.
The motion carried, 6-0-1, by the following roll call vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
AUTHORITY MEMBER BACERRA, AUTHORITY MEMBER
HERNANDEZ, AUTHORITY MEMBER, LOPEZ, AUTHORITY
MEMBER PHAN, VICE CHAIR VAZQUEZ, CHAIR AMEZCUA
NONE
NONE
AUTHORITY MEMBER PENALOZA
Status: 6 – 0 – 1 - Pass
HOUSING AUTHORITY MEMBER COMMENTS
MINUTES: None.
City Council 2 – 3 7/15/2025
HOUSING AUTHORITY 4 March 18, 2025
ADJOURNMENT – Adjourn the Housing Authority meeting.
MINUTES: Chair Amezcua adjourned the Housing Authority Meeting at 11:14 P.M.
Respectfully submitted:
__________________________
Jennifer L. Hall, CMC
Secretary
City Council 2 – 4 7/15/2025
Community Development Agency
www.santa-ana.org/cd
Item # 3
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 15, 2025
TOPIC: Agreement with Orrick, Herrington & Sutcliffe LLP for Bond Counsel Services
AGENDA TITLE
Agreement with Orrick, Herrington & Sutcliffe LLP for On-Call Bond Counsel Services for the Housing Authority
RECOMMENDED ACTION
Authorize the Executive Director of the Housing Authority to execute a three-year agreement with two, one-year renewal options with Orrick, Herrington & Sutcliffe LLP to provide on-call bond counsel services for a term beginning July 15, 2025 through July 14, 2028, for an amount not-to-exceed $150,000 for the entire Agreement (inclusive of renewal options).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
On April 16, 2025, the Housing Authority issued a Request for Proposals (RFP # 25- 066A) soliciting applications from highly qualified and experienced law firms to provide on-call bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing finance, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitutional law (Exhibit 1). The RFP was posted on the City’s website and PlanetBids, and letters announcing the RFP were e-mailed to six individual firms.
Responses to the RFP were accepted until May 6, 2025.
The Housing Authority received four (4) proposals prior to the submission deadline, although one (1) was deemed non-responsive. A Proposal Review Committee consisting of staff from the Housing Authority, Community Development Agency, and City Attorney’s Office met on June 5, 2025 to review and rank each proposal based on the following criteria as stated in the RFP: Experience of Key Personnel (20 points); Experience/Past Performance/References (30 points); Proposer Qualifications (30 points); and Billing Rates (20 points). Below are the average scores for the three (3) responsive proposals received:
City Council 3 – 1 7/15/2025
Agreement with Orrick, Herrington & Sutcliffe LLP for Bond Counsel Services July 15, 2025
Firm Average Score
Orrick, Herrington & Sutcliffe LLP 94
Hawkins Delafield & Wood LLP 92
Best Best & Krieger 84
Based on the evaluation criteria, staff recommends the City Council approve an agreement with Orrick, Herrington & Sutcliffe LLP (“Orrick”) to provide on-call bond counsel services for the Housing Authority (Exhibit 2).
The Housing Authority has worked with Orrick since 1992 with four (4) prior agreements providing similar bond counsel legal services. The most recent agreement with Orrick expired on May 31, 2025 and allowed Housing Authority staff to work with Orrick for specific legal questions for bonds that had been issued by the Housing Authority in the past.
Orrick has been ranked the No. 1 bond counsel firm in the country for the last 25 years and is the leading practice in California and in the country for financing multifamily housing with tax-exempt bonds. Orrick’s proposal demonstrated exceptional qualifications, service offerings, and competitive pricing. Their national and California market leadership, comprehensive on-call services, highly qualified personnel, and strong references set them apart from other respondents. This on-call agreement with Orrick will allow the Housing Authority and the City to be prepared when a developer is interested in using bond financing for an affordable housing project and for the maintenance of the City’s existing bond financing contracts.
FISCAL IMPACT
Funding is available in the FY 25-26 under the Housing Authority Contract Services – Professional account (no. 14018760-62300). Subsequent funding and the renewal options, if exercised, will be budgeted in future fiscal years for expenditure as shown in the table below:
Fiscal
Year
Accounting Unit –
Account # Fund Description Accounting Unit, Account Description Amount Contract (3-Year Term)
FY 25-26 14018760-62300 Housing Authority –
Voucher Admin
Contract Services –
Professional $30,000
FY 26-27 14018760-62300 Housing Authority –
Voucher Admin
Contract Services –
Professional $30,000
FY 27-28 14018760-62300 Housing Authority –
Voucher Admin
Contract Services –
Professional $30,000
Optional Two, 1-Year Extensions
FY 28-29 14018760-62300 Housing Authority –
Voucher Admin
Contract Services –
Professional $30,000
FY 29-30 14018760-62300 Housing Authority –
Voucher Admin
Contract Services –
Professional $30,000
Total Contract Amount $150,000
City Council 3 – 2 7/15/2025
Agreement with Orrick, Herrington & Sutcliffe LLP for Bond Counsel Services July 15, 2025
EXHIBIT(S)
1. RFP for On-Call Bond Counsel Services for the Housing Authority
2. Agreement with Orrick, Herrington & Sutcliffe LLP
Submitted By: Michael L. Garcia, Executive Director, Community Development Agency Approved By: Alvaro Nuñez, City Manager
City Council 3 – 3 7/15/2025
REQUEST FOR PROPOSALS NO. 25-066A
FOR
BOND COUNSEL SERVICES FOR AFFORDABLE HOUSING
CITY OF SANTA ANA
KEY RFP DATES: The schedule below is tentative and subject to change at the discretion of City, with appropriate notice to prospective Proposers.
Issue Date:
Deadline for Questions:
Proposal Due Date:
Wednesday, April 16, 2025
Tuesday, April 22, 2025, 4:00 P.M.
Tuesday, May 6, 2025, 4:00 P.M.
EXHIBIT 1
City Council 3 – 4 7/15/2025
TABLE OF CONTENTS
I. CITY BACKGROUND.................................................................................................................. 3 II. OVERVIEW OF PROJECT.......................................................................................................... 3 III. TERM OF AGREEMENT............................................................................................................. 3 IV. MINIMUM QUALIFICATIONS...................................................................................................... 3 V. RESPONSE TO RFP .................................................................................................................. 4 VI. CERTIFICATIONS (ATTACHMENTS)......................................................................................... 8 VII. REFERENCES............................................................................................................................ 9 VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE......................................................................... 9 IX. SELECTION PROCEDURES & CRITERIA ................................................................................. 9 X. WITHDRAWALS........................................................................................................................ 11 XI. GENERAL TERMS AND CONDITIONS .................................................................................... 11 XII. AWARD OF AGREEMENT........................................................................................................ 16 XIII. IMPLEMENTATION................................................................................................................... 16
EXHIBITS
Exhibits provided herein for Proposers’ reference only.
EXHIBIT I – SCOPE OF SERVICES
EXHIBIT II – SAMPLE AGREEMENT
EXHIBIT III – FEDERAL REGULATIONS
ATTACHMENTS
A PROPOSER’S CERTIFICATION, PROPOSAL ITEM PRICING
B REFERENCES
C PROPOSER’S STATEMENT
D NON-COLLUSION AFFIDAVIT
E NON-LOBBYING CERTIFICATION
F NON-DISCRIMINATION CERTIFICATION
G SAM.GOV UEI VERIFICATION
H CERTIFICATE REGARDING DEBARMENT, SUSPENSION,
INEGIBILITY AND VOLUNTARY EXCLUSION
EXHIBIT 1
City Council 3 – 5 7/15/2025
I. CITY BACKGROUND
The Housing Authority of the City of Santa Ana (SAHA) is a medium-sized Public Housing Authority located in Santa Ana, California and is funded by the U.S. Department of Housing and Urban Development (HUD). SAHA has 19 full-time employees and manages over 3,142 Housing Choice Vouchers (Section 8). SAHA provides rental assistance in the form of Housing Choice Vouchers (HCV) Project Based Vouchers, Mainstream Vouchers, Foster Youth to Independence Vouchers, and Veterans Affairs Supportive Housing vouchers. These vouchers enable Housing Authority participants to rent from property owners in the private market. The Authority’s funding is fully dependent on HUD. HUD’s funding is dependent on annual appropriations from Congress.
For more information, please visit https://www.santa-ana.org/departments/housing-authority/ II. OVERVIEW OF PROJECT
The Housing Authority of the City of Santa Ana Housing Authority (SAHA) is seeking proposals from highly qualified, and experienced law firms (Proposers) to provide on-call bond counsel services. See EXHIBIT I for complete Scope of Services.
The term “Vendor”, “Proposer”, “Consultant”, “Firm”, and “Contractor” shall refer to any legal entity or entities submitting a proposal in response to this Request for Proposals (RFP).
III. TERM OF AGREEMENT
The anticipated term of the agreement is for an initial period of three (3) years. The Housing Authority/City of Santa Ana (the “City”) may, at its discretion, extend the agreement with the same or more limited scope of required services for two (2) additional one (1) year periods, upon mutual agreement, contingent upon City Council approval, or City Manager or City Attorney authorization, as appropriate. The total term of the awarded agreement shall not exceed five (5) years.
Usage is not guaranteed. Execution of an agreement between the City of Santa Ana and successful firm(s) and/or individual(s) does not guarantee work throughout the duration of the contract period. Numerous factors will be evaluated by SAHA in its delivery of project and assignments, including technical expertise required.
IV. MINIMUM QUALIFICATIONS
In addition to meeting all other requirements of this RFP, all responding Proposers shall certify and furnish verifiable evidence that their law firm and personnel, at a minimum, meet the following qualifications:
1) The attorney(s) who will be primarily responsible for providing the legal services requested by this RFP on behalf of Proposer: (i) must be licensed to practice law in the State of California; and (ii) must agree to primarily perform the legal services requested in California. 2) Proposer has provided similar or same services to at least five (5) municipalities within the last five (5) years.
3) Proposer has experience as bond counsel on bond issuance for affordable housing development within the last five (5) years.
EXHIBIT 1
City Council 3 – 6 7/15/2025
V. RESPONSE TO RFP
A. SUBMITTAL INSTRUCTIONS
It is the responsibility of the Proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to the RFP due date and time. Proposals, including all required sections and forms, shall be submitted electronically via the City’s Bid Management System, PlanetBids. No other form of submittal will be accepted.
PlanetBids will not accept late proposals and no exceptions shall be made. Proposers will receive an e-bid confirmation number with a time stamp from PlanetBids indicating that their proposal was submitted successfully. The Santa Ana Housing Authority (SAHA) will only receive and consider those proposals that were transmitted successfully. Submit proposal online at:
https://vendors.planetbids.com/portal/20137/portal-home.
Proposer shall be solely responsible for informing itself with respect to the proper utilization of the bid management system, for ensuring the capability of their computer system to upload the required documents, and for the stability of their internet service. Failure of the Proposer to successfully submit an electronic proposal shall be at the Proposer’s sole risk and no relief will be given for late and/or improperly submitted proposals. Proposers experiencing any technical difficulties with the bid submission process may contact PlanetBids at (818) 992- 1771. Questions of an operational nature may be directed to the City’s assigned Buyer.
Neither the City, nor PlanetBids, makes any guarantee as to the timely availability of assistance, or assurance that any given problem will be resolved by the bid submission deadline.
Proposals shall NOT be sent via telegraphic, electronic, or facsimile means.
All notifications, updates and addenda will be posted online on PlanetBids at https://vendors.planetbids.com/portal/20137/portal-home. Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal.
B. COMMUNICATION / CONTACT WITH CITY STAFF
Unless otherwise authorized herein, Proposers who are considering submitting a proposal in response to this RFP, or who submit a proposal in response to this RFP, are only to communicate with the assigned Buyer(s), and no other City staff about this RFP from the date this RFP is issued until a proposal is awarded. The City will provide all official communication concerning this RFP in writing via the City’s Bid Management System, PlanetBids.
The City will not be responsible for or bound by any oral communication or any other information or contact that occurs outside the official communication process specified herein, unless confirmed in writing by the designated Buyer(s).
C. REQUEST FOR INFORMATION OR CLARIFICATION / QUESTIONS Questions regarding this RFP shall be submitted via PlanetBids. Responses to all questions will be posted on PlanetBids no later than the date and time shown at the schedule of key RFP dates on the cover page of this RFP. All prospective Proposers are advised to visit PlanetBids on a regular basis as responses may be posted earlier than the date above (if applicable). No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP.
EXHIBIT 1
City Council 3 – 7 7/15/2025
Significant interpretations or clarifications and responses to questions received by the deadline will be addressed via addenda to this RFP, which will be released and posted on PlanetBids under the “Addenda/Emails” tab.
General process questions may be directed to the following:
Jacques Lam
Buyer
Email: [email protected]
D. EXCEPTIONS
Requests submitted for City’s consideration of proposed terms and conditions, including modifications to the City’s RFP and/or Agreement terms and conditions must be submitted by the deadline for questions. Such requests should include an attachment in Word or PDF format on formal company letterhead that shows the requested modifications. Should the Proposer be considered for award recommendation and progress into the negotiations phase, the requests for exceptions or modifications to the City’s terms and conditions will be discussed at that time. The City will not accept any requests after the deadline for questions and reserves the right to reject or strike any requests for exceptions or additional terms and conditions related to Agreement, RFP, and insurance and indemnification terms and conditions.
E. ADDENDA
Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on City’s PlanetBids system, https://www.planetbids.com/portal/portal.cfm?CompanyID=20137.
Proposers shall be responsible for monitoring the site to obtain information regarding this solicitation.
F. UNDERSTANDING PROPOSAL
It is the responsibility of each Proposer to inquire about any criteria, condition, term, provision, or requirement of the RFP that the Proposer does not understand. Responses to inquiries, if they significantly change or clarify the RFP requirements or any aspect of the procurement process, will be forwarded by addenda to all Proposers. The City will not be bound by any oral responses to inquiries. By submitting proposals, Proposers assert that they have fully read the RFP and any addenda issued by the City, the proposed Agreement and any other Agreement Documents, and affirm that the terms and conditions stated therein are fully understood and are acceptable to the Proposer. Each Proposer accepts the terms and conditions of the Agreement Documents and indicates their ability and willingness to perform the requested services under such terms and conditions. Any exceptions to the terms and conditions set forth in the Agreement Document shall be submitted to the City by the deadline to submit requests for information or clarification/questions set forth herein.
G. PROPOSAL CONTENTS
Proposals are to be prepared in such a way as to provide a straightforward, concise delineation of capabilities to satisfy the requirements of this RFP. Colored displays, promotional materials, photographs etc., are not necessary or desired. Emphasis should be concentrated on conformance to RFP instructions, responsiveness to the RFP requirements, and on completeness and clarity of content. Digital dividers and clear organization of content and material are encouraged.
All project proposals must contain the following minimum submission requirements:
EXHIBIT 1
City Council 3 – 8 7/15/2025
1. Statement of Qualifications (SOQ)
SOQ must include a Table of Contents and be limited to a maximum of 20 pages (excluding SAHA’s required Certifications listed in Section VI below; Proposal Cover Letter, section dividers, table of contents, front/back cover pages). The page limitation includes all appendices, attachments, and supplemental information. Additionally, the SOQ shall contain responses to the minimum proposer qualifications included in Section IV – Minimum Qualifications of the RFP, a general overview of the proposer’s qualifications, specifically to affordable housing, and shall include, but not be limited to the following information:
a. Cover Letter
Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity.
Cover Letter shall not exceed one page.
Cover letter must be addressed to the following City Project Manager:
Nikesha Hazel, Housing Authority Analyst
Housing Authority of the City of Santa Ana
20 Civic Center Plaza, M-27
Santa Ana, CA 92701
b. Services Provided
A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I – Scope of Services.
c. Agreement Statement
Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II – Sample Agreement of this RFP (if any).
d. Firm and Team Experience
Proposal shall include a profile of the firm’s experience including the following:
i. A general description of the firm, including the number of years providing bond counsel services, and size and number of employees working directly with the City on this agreement.
ii. Distinguishing characteristics, skills, and areas of strength. iii. Firm’s nearest address serving the City of Santa Ana and headquarters address.
iv. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview.
Resumes for all key staff proposed describing relevant experience. e. Proposed Work Plan
Proposal shall include a statement demonstrating the firm’s understanding of the EXHIBIT 1
City Council 3 – 9 7/15/2025
Scope of Services.
Additionally, proposed work plan shall include Proposers’:
i. Anticipated approach to performing services as specified herein; ii. Suggestions or special concerns the evaluation committee should take into consideration (if any);
iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline. f. References: Attachment B – References shall be submitted for similar projects performed for state and/or similar local government clients.
2. Cost Proposal
All Proposers are required to submit a fixed rate fee and budget with their Cost Proposal.
Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement.
If providing hourly rate sheets, Proposer shall not include rate ranges or averages.
The City shall not provide reimbursement for travel-related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer’s cost proposal fee structure.
Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid.
Proposals shall be valid for a minimum of one hundred eighty (180) days following Proposal deadline. The cost for developing the Proposal is the sole responsibility of the Proposer. All Proposals submitted become property of the City.
Pricing shall remain firm for the entire initial Agreement term. Thereafter, any proposed pricing adjustment for follow-on renewal periods shall be submitted to the City Representative in writing at least ninety (90) days prior to the new Agreement term. The City reserves the right to accept, reject, or negotiate any proposed pricing adjustment not to exceed the Bureau of Labor Statistics Consumer Price Index (CPI) data as follows: Los Angeles-Long Beach-Anaheim, CA; All Urban Consumers; Not Seasonally Adjusted; annualized change comparing the most recent month’s reported data to the same month of the prior year. (This information may be found on the U.S. Department of Labor’s website at www.bls.gov.)
3. Additional Questions
a. Briefly describe the firm's practice in public finance and related areas of law, particularly with regards to housing finance, and give a brief history of the firm. b. Describe your firm’s capabilities and experience with municipal bond related tax matters. If your firm does not have in-house municipal bond related tax expertise, EXHIBIT 1
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describe how you would help the Housing Authority receive municipal bond related tax advice.
c. Describe your firm’s experience with and approach to applicable federal securities laws and regulations.
d. Describe the knowledge and experience of the attorneys that would be assigned to the Housing Authority’s transaction(s), particularly the individual(s) who would be the Housing Authority’s primary contact(s).
e. Describe your firm’s and assigned personnel’s ability to evaluate legal issues, prepare documents, and complete other tasks of a bond transaction in a timely manner.
f. Identify and briefly describe comparable financings in which the firm has served as bond counsel or other counsel during the past five years. If you have noted unique, complex, or challenging issues in connection with the proposed financing, indicate how the experience and expertise of your firm will be utilized to complete the necessary legal work.
g. Name five issuers represented by the firm, describe the nature of the representation, and for each issuer list the e-mail address, telephone number, and title of an official who may be contacted as a reference. h. Provide a case study that demonstrates your firm’s ability to problem-solve on behalf of an issuer.
i. Describe any existing or potential conflict of interest arising from your relationships with or representation of other parties that should be considered by the SAHA, and provide to the SAHA sufficient facts, legal implications, and possible effects in order for the SAHA to appreciate the significance of each potential conflict and grant an appropriate waiver, if necessary.
j. Describe and state the conclusion reached of any disciplinary action, administrative proceeding, malpractice claim or other like proceedings against your firm or any of its lawyers, whether current or pending, as well as any such action, proceeding or claim occurring during the past five (5) years.
k. Provide your firm’s proposed bond counsel contract.
VI. CERTIFICATIONS (ATTACHMENTS)
In addition to the SOQ, Cost Proposal, and Narrative/Technical Proposal, the following forms, included in this RFP, shall be signed and included as part of the proposal submittal package:
• Attachment A: Proposer’s Certification and Proposal Item Pricing • Attachment B: References
• Attachment C: Proposer’s Statement
• Attachment D: Non-Collusion Affidavit
• Attachment E: Non-Lobbying Certification
• Attachment F: Non-Discrimination Certification
• Attachment G: Sam.gov UEI Verification
• Attachment H: Certification Regarding Debarment,
Suspension, Inegibility and Voluntary Exclusion
EXHIBIT 1
City Council 3 – 11 7/15/2025
The proposal must be completely responsive to the RFP. Incomplete proposals will be deemed as nonresponsive and will be rejected. The City of Santa Ana reserves the right to reject any or all proposals submitted and no representation is made hereby that any commitment will be awarded pursuant to this RFP or otherwise.
PLEASE NOTE:
• All forms above must be signed by a representative of the Firm that is legally authorized to contractually bind the Proposer.
• City will not waive notarization requirement when applicable on any of the required attachments.
VII. REFERENCES
Contractor shall provide three (3) references from other similar public agencies for which services similar to those specified in this RFP have been performed, including contact names and telephone numbers. Use ATTACHMENT B – References. The respondent grants permission for the City to contact any individuals listed as references.
City may disqualify a Proposer if:
• References fail to substantiate Proposer’s description of services and deliverables provided; or
• References fail to support that Proposer has a continuing pattern of providing capable, productive, and skilled personnel, or
• City is unable to reach the point of contact with reasonable effort. It is the Proposer’s responsibility to inform the point of contact(s) of normal City working hours.
VIII. MINIMUM SCOPE AND LIMIT OF INSURANCE
See Exhibit II – Sample Agreement
IX. SELECTION PROCEDURES & CRITERIA
A. The City will establish a proposal review committee. The review committee will evaluate proposals based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth below.
B. Proposers will be ranked by the review committee based on the following criteria:
CATEGORY POINTS
Experience/Past Performance/References
Consideration will be given based upon the law firm’s experience in acting as bond counsel for municipalities to include work with housing authorities.
Proposer shall include three (3) external client references from clients who received similar services to those proposed for this solicitation. 30 EXHIBIT 1
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C. Rankings: A final score will be calculated for each submitted proposal and used to rank Proposers. Based upon the foregoing criteria, all proposals shall be ranked by score. Only those proposals receiving a score above 70 will be considered for award. The City of Santa Ana reserves the right to award the Agreement to any proposer(s) with a score above 70.
The review committee will evaluate proposers based on their response to the RFP and SAHA evaluation criteria set forth above.
D. Interviews: The review committee may invite the Proposers to interview. If invited to interview, Proposers must be prepared to include key personnel in the interview and/or presentation.
The City reserves the right to seek additional information from any or all Proposers invited to present proposals. A final score will be calculated for each submitted proposal and used to rank Proposers. City reserves the right to begin negotiations and enter into an Agreement without holding interviews, or further discussions.
E. Selection: The City is under no obligation to accept any proposal and reserves the right to negotiate with respondents as to fees and terms. The City may reject proposals at its sole discretion. If proposal fails to satisfy any requirements outlined in this RFP, it may be considered non-responsive and may be rejected.
The City shall not be obligated to accept the lowest priced proposals, but will make awards in the best interests of the City after all factors have been evaluated. The review committee Personnel
Proposer shall submit resumes of all primary attorneys who will be performing services under the contract. Proposer should demonstrate that all key personnel have been successfully involved with projects of similar scope and magnitude.
20 Proposer Qualifications
This category will evaluate the proposer’s ability to take upon itself the responsibilities set forth in the Scope of Work and produce the required outcome in a timely manner. Consideration will be given for the overall quality of the proposal, including a demonstrated understanding of the purpose, scope and objective of the services to be performed. It is the intention of the City to award a contract to the Proposer who furnishes satisfactory evidence that the Proposer has the requisite experience and ability to enable the Proposer to complete the work successfully and properly, and to complete services in a timely manner. To determine the degree of responsibility to be credited to the Proposer, the City will weigh the evidence that the Proposer has performed satisfactorily other contracts of like nature, magnitude and comparable difficulty and comparable rates of progress. 30 Billing Rates
• Reasonableness of Rates 20
TOTAL POSSIBLE SCORE
(Before interviews – if held) 100
Interviews
• The City reserves the right to conduct interviews with the highest-rated firm(s). In the event the City does perform an interview process, the following is the maximum number of additive points that may be applied to the proposal score.
20 EXHIBIT 1
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will recommend the qualified Proposers to the City Council or City Manager for award of Agreement, as appropriate.
X. WITHDRAWALS
Proposers are responsible for verifying all prices and information before submitting a proposal.
Prior to the proposal due date, the Proposer or Proposer’s representative may withdraw the proposal by providing written notice of the proposal withdrawal to the City. Verbal or telephonic withdrawals are not permissible.
XI. GENERAL TERMS AND CONDITIONS
A. AMERICANS WITH DISABILITIES ACT
The awarded Contractor hereby certifies that it will comply, as applicable, with the Americans with Disabilities Act of 1990 (“ADA”), 42 USC §§ 12101 et seq., and its implementing regulations, including Subtitle A, Title II of the ADA. Contractor will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any Agreement entered into by the awarded Contractor (or any subcontract thereof), relating to this RFP, shall be subject to the provisions of this paragraph.
B. CITY BUSINESS LICENSE
The selected Proposer must obtain a City of Santa Ana Business License prior to the execution of an Agreement and must provide a copy to the Buyer assigned to this RFP. The awarded party shall maintain a current business license throughout the term of the resulting Agreement. The procedure to obtain a City of Santa Ana Business License is available by contacting the Finance and Management Services Agency, Business Tax Office at (714) 647- 5447 or on the City’s website: www.santa-ana.org
C. CITY RIGHT TO REJECT
The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal.
D. CONFLICT OF INTEREST
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the City. This obligation shall apply to the Contractor; the Contractor’s employees, agents, and Subcontractors associated with accomplishing work and services hereunder. The Contractor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, and Subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of the City.
Each Proposer must disclose any existing or potential conflict of interest relative to the performance of the contractual services resulting from this RFP. Any such relationship that might be perceived or represented as a conflict should be disclosed. The City reserves the right to disqualify any Proposer on the grounds of actual or apparent conflict of interest.
No person, firm, or subsidiary thereof who has been awarded this Agreement may be awarded an Agreement for the provision of services, the delivery of supplies, or the provision EXHIBIT 1
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of any other related action which is required, suggested, or otherwise deemed appropriate as an end product of this Agreement. Therefore, Contractor is precluded from contracting for any work recommended as a result of this Agreement.
E. CONTRACTOR’S EXPENSE
Pre-Contractual Expenses: The City is not liable for any costs incurred by Proposers prior to entering into a formal Agreement. Costs of developing a response to this RFP, are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the City.
Pre-contractual expenses are not to be included in the cost proposal. Pre-contractual expenses include, but are not limited to, preparation of the proposal, submission of the proposal and additional information, attendance at pre-proposal conference, negotiating any matter related to this RFP with City, and/or any other expenses incurred by the Proposer prior to the date of award and execution, if any, of the Agreement.
Other Expenses: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, overhead, travel, and parking while on City sites during the performance of work and services under this Agreement.
F. CONTRACTOR’S PROJECT MANAGER/KEY PERSONNEL
Except as formally approved by the City, the key personnel identified in Contractor’s proposal shall be the individuals who will actually complete the work. Changes in staffing must be reported in writing and approved by the City. The City shall have the right to require the removal and replacement of the Contractor’s Project Manager and key personnel under the awarded Agreement. The City shall notify the Contractor in writing of such action. The City is not required to provide any reason, rationale, or additional factual information if it elects to request any specific key personnel be removed from performing services under the awarded Agreement. The City shall review and approve the appointment of the replacement for the Contractor’s personnel. Said approval shall not be unreasonably withheld.
Standards of Conduct: Contractor’s personnel shall be courteous and maintain good working relationships with all stakeholders, state or outside agencies, community members, other team members and staff within the City.
G. COST PROPOSAL
The awarded Contractor agrees to provide the purchased services at the costs, rates, and fees as set forth in their Cost Proposal in response to this RFP. No other costs, rates or fees shall be payable to the awarded Subcontractor for implementation of their proposal.
H. DATA RETENTION
Contractor shall be responsible for retaining data, records, and documentation for the preparation of required items. These materials shall be made available to and as requested by City.
All materials, documents, data or information obtained from the City Data files or any City medium furnished to Contractor in the performance of an awarded Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Agreement without the express written consent of the City. All materials, documents, data or information, including copies, must be returned to the City at the end of the Agreement.
All data, documents and other products used, developed, or produced during response preparation of the RFP will become property of the City. All responses to the RFP shall EXHIBIT 1
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become property of the City. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.
I. DRUG-FREE WORKPLACE
The awarded Contractor certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both, and the Contractor may be ineligible for award of any future City Agreements.
J. EXAMINATION
Proposer represents that it has thoroughly examined and become familiar with the services and responsibilities required by this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City’s objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in relation to this RFP are fully incorporated.
Any irregularities or lack of clarity in the RFP should be brought to the designated City Contact/Project Manager’s attention as soon as possible so that corrective addenda may be furnished to prospective Proposers.
Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence, or are indicative of failure to comprehend the complexity and risk of this Agreement, may be rejected.
K. EXECUTION OF AGREEMENT
Upon successful negotiations, the City and the selected Proposer will enter into an Agreement similar to that as shown in EXHIBIT II – Sample Agreement of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP or approval by City Council, whichever comes later, the City reserves the right to disqualify them without any further obligation L. FEDERAL GRANT CONTRACT PROVISIONS
Proposer must agree to the federal contract provisions outlined in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR Part 200.326. These provisions will become part of the agreement resulting from this bid.
M. FISCAL NONFUNDING CLAUSE
In the event sufficient budgeted funds are not available for a new fiscal period, the City shall retain the right to notify the provider of such occurrence in writing at least thirty (30) days before the end of the current fiscal period and terminate the Agreement on the last day of the current fiscal period without penalty or expense to the City. The City’s fiscal period is July 1st through June 30th.
N. INDEPENDENT CONTRACTOR
Contractor is considered an independent Contractor and neither Contractor, its employees, nor anyone working under Contractor will be considered an agent or an employee of City.
Neither Contractor, its employees, nor anyone working under Contractor, will qualify for workers’ compensation or other fringe benefits of any kind through City.
O. JOINT OFFERS/SUBCONSULTANTS
Where two or more Proposers desire to submit a single proposal in response to this RFP, they should do so on a prime sub-consultant basis. The City intends to contract with a single EXHIBIT 1
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firm, also known as the prime, and not with multiple firms doing business as a joint venture.
Should the use of sub-consultants be offered, the Proposer shall provide the same assurances of competence for the sub-consultant plus the demonstrated ability to manage and supervise the subcontracted work. Sub-consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub-consultants in the same manner as the Proposer. The proposer is responsible for all the actions taken by their sub-contractor.
The City reserves the right to reject, replace and approve any and all Subcontractors. All Subcontractor(s) shall be identified in the response to the RFP and the City reserves the right to reject any proposed Subcontractor(s). Subcontractors shall be the responsibility of the prime Contractor and the City shall assume no liability of such Subcontractors.
P. LITIGATION STATUS
Each Proposer must include in its proposal a complete disclosure of any alleged significant prior or ongoing contract failures, any civil or criminal litigation or investigation pending which involves the Proposer or in which the Proposer has been judged guilty or liable. Failure to comply with the terms of this provision will disqualify any proposal. The City reserves the right to reject any proposal based upon the Proposer’s prior history with the City or with any other party, which documents, without limitation, unsatisfactory performance, adversarial or contentious demeanor, significant failure(s) to meet contract milestones or other contractual failures.
Q. NEGOTIATIONS
The City reserves the right to negotiate final Agreement terms with any Proposer selected.
The Agreement between the parties will consist of the RFP together with any modifications thereto, and the awarded Contractor’s proposal, together with any modifications and clarifications thereto that are submitted at the request of the City during the evaluation and negotiation process. In the event of any conflict or contradiction between or among these documents, the documents shall control in the following order of precedence: the final executed Agreement, the RFP, any modifications and clarifications to the awarded Contractor’s proposal, and the awarded Contractor’s proposal. Specific exceptions to this general rule may be noted in the final executed Agreement.
Negotiations shall be confidential and not subject to disclosure to competing Contractors unless and until an agreement is reached. If contract negotiations cannot be concluded successfully, the City reserves the right to negotiate a contract with another Contractor or withdraw the RFP.
R. NON-PAYMENTS
Note that payments will NOT be made for any unsatisfactory work until corrected. In the event of nonpayment of undisputed sums by the City, Contractor shall give the City thirty (30) working days to cure the alleged breach.
S. OWNERSHIP OF DOCUMENTS
The City has permanent ownership of all directly connected and derivative materials produced under this Agreement by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remains the sole property of the City and may be used by the City as it may require without additional cost to the City.
Contractor shall provide the City copies of documents upon its request at any time. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City.
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T. PARKING
The City will not provide free parking and/or reimbursement for the cost of parking while providing services and conducting business with the City.
U. PROFESSIONAL STANDARDS
Contractor staff shall be courteous to the public and City staff utilizing facilities where Contractor is performing work, but shall be responsive only to the requests of the City’s Project Manager or designee. Contractor staff shall direct all inquiries to Project Manager or designee.
Contractor acknowledges that City locations consist of public-use facilities and recognizes the obligation to ensure Contractor personnel and agents maintain the highest level of professional standards in attire, decorum, and interaction with the public and City personnel.
V. PROJECT MANAGER
The selected Proposer will assume responsibility for all services in its proposal. The selected Proposer shall identify a sole point of contact, Project Manager, with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement.
W. PROPOSAL VALIDITY
Services, pricing, and warranties indicated in a Proposer’s Proposal must be valid for a period of 180 days at minimum after the submission of the Proposal.
X. PUBLIC AGENCIES
Other public agencies, as defined by California Government Code Section 6500, may choose to use the terms of this Agreement, subject to Contractor’s acceptance. The City is not liable or responsible for any obligations related to a subsequent Agreement between Contractor and another public agency.
Y. PUBLIC RECORDS
Proposals will become public record after the award of an Agreement unless the proposal or specific parts of the proposal can be shown to be exempt by law. Each Proposer may clearly label all or part of a proposal as "CONFIDENTIAL" provided that the Proposer thereby agrees to indemnify and defend the City for honoring such a designation. The failure to so label any information that is released by the City shall constitute a complete waiver of any and all claims for damages caused by any release of the information. Proposer information identified as proprietary shall be maintained confidential, to the extent allowed under the California Public Records Act.
Z. SUBCONTRACTORS
Proposals in response to this RFP must identify any Subcontractors, and outline the contractual relationship between the Awarded Subcontractor and each Subcontractor. An official of each proposed Subcontractor must sign, and include as part of the proposal submitted by the Prime Contractor, a statement to the effect that the Subcontractor has read and will agree to abide by the awarded Contractor’s obligations. Any Subcontractor proposed after award of Agreement must be approved by the City before commencement of work.
SAHA will look solely to the awarded Contractor for the performance of all contractual obligations which may result from an award based on this RFP, and the awarded Contractor shall not be relieved for the non-performance of any or all Subcontractors.
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XII. AWARD OF AGREEMENT
Selected Contractor(s) will be notified in writing. Any award is contingent upon the successful negotiation of final Agreement terms.
A. EXECUTION OF AGREEMENT
A sample, standard agreement is included as EXHIBIT II Sample Agreement of this RFP. “Proposer” will hereinafter be referred to as “Consultant” or “Contractor” in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved.
XIII. IMPLEMENTATION
A. KICK-OFF MEETINGS
The successful proposer will be required to meet with City staff prior to commencement of services or at any time as required by the City, to discuss and agree on operational issues including transition of services and scheduling.
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Bond Counsel Services for Affordable Housing
A law firm who is awarded a contract from responding to this RFP will have a scope of work that is reflective of what is described here and in their RFP proposal, agreed upon and finalized with the Housing Authority of the City of Santa Ana.
The Housing Authority of the City of Santa Ana (SAHA) is seeking proposals from highly qualified and experienced law firms (Proposers) to provide on-call bond counsel to assist with the normal duties associated with providing bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing finance, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitution law. Specifically, the selected firm shall:
1) Serve as the Housing Authority’s legal counsel in the formation and issuance of debt. 2) Provide legal advice and consultation relating to tax matters associated with the financing. 3) Provide legal opinion with respect to the authorization and issuance of the debt obligations and whether the interest paid is tax-exempt under federal and/or State laws and regulations. 4) Draft and review legal documentation including all required resolutions, financing documents, closing documents and transcripts and coordinate the authorization and execution of those documents.
5) Provide ongoing legal services in matters relating to interpretation of applicable regulations, legislation or pending litigation.
6) Participate in conference calls or meetings, as requested, relating to the issuance of bonds or notes.
7) Provide ongoing information to Housing Authority and City staff regarding the activity and legal status of the financing.
8) Perform due diligence regarding the Housing Authority/City and the financing. 9) Prepare all legal documents for the authorization, issuance and sale of debt by the Housing Authority, including resolutions, closing documents and internal Housing Authority/City agreements as needed.
10) Provide legal advice relating to federal and state tax matters associated with the financing structure.
11) Participate as a member of and in meetings with the financing team which will also include the financial advisor, underwriter, and Housing Authority/City staff. 12) Assist in negotiations with bond insurers as needed. 13) Assist the Housing Authority in making presentations to rating agencies as needed. 14) Provide continuing legal advice, as needed, concerning any legal or tax-related issues after the sale of the bonds.
15) Assist in the legal review of annual continuing disclosure. 16) Provide regular reports to the Housing Authority Executive Director, Housing Authority General Counsel, City Attorney, City Manager, and/or Community Development Director.
EXHIBIT I
SCOPE OF SERVICES
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City Council 3 – 20 7/15/2025
CONSULTANT AGREEMENT
CITY OF SANTA ANA
THIS AGREEMENT is made and entered into on this day of , 20__ by and between ___________________________________________________________, (“Consultant”), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (“City”).
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of:
B. Consultant represents that Consultant is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $xxxxxx.
b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on “the date first written above” for a three (3)-year term with the option for the City to grant up to two (1)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below.
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 employeremployee 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;
EXHIBIT II
SAMPLE AGREEMENT
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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
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 AND LIMIT OF INSURANCE
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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.
Required policy limits can be met with primary and umbrella/excess insurance policies.
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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance.
4. Professional Liability (Errors and Omissions): with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
If 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 above required 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 EXHIBIT 1
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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.
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:
(Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name and location of the 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.
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.
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 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 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 EXHIBIT 1
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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
Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City.
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
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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 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 Contractor, 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 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, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.
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
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
19. NOTICE
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Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director, ------- Agency
City of Santa Ana
20 Civic Center Plaza (M-xx)
P.O. Box 1988
Santa Ana, California 92702
Fax:
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 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. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement.
c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written.
First & Last Name
Title
Consultant Firm Name
Address
City, State, Zip
Fax:
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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:
Assistant City Attorney
Tax ID#
RECOMMENDED FOR APPROVAL:
Executive Director
[INSERT] Agency
SAMPLE ONLY
(name)
(title)
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Federal Regulations – Recipient must comply with the government cost principles, uniform administrative requirements and audit requirements for federal grant program housed within Title 2, Part 200 of the Code of Federal Regulations.
b. Debarment and Suspension – As required by Executive Orders 12549 and 12689, and 2 CFR §200.212 and codified in 2 CFR Part 200, Recipient must provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the Federal government.
c. Audit Records - With respect to all matters covered by this agreement all records shall be made available for audit and inspection by CITY, the grant agency and/or their duly authorized representatives for a period of three (3) years from the date of submission of the final expenditure report by the City of Santa Ana. For a period of three years after final delivery hereunder or until all claims related to this Agreement are finally settled, whichever is later, Recipient shall preserve and maintain all documents, papers and records relevant to the services provided in accordance with this Agreement, including the Attachments hereto. For the same time period, Recipient shall make said documents, papers and records available to City and the agency from which City received grant funds or their duly authorized representative(s), for examination, copying, or mechanical reproduction on or off the premises of Recipient, upon request during usual working hours.
d. Reports - Recipient shall provide to City all records and information requested by City for inclusion in quarterly reports and such other reports or records as City may be required to provide to the agency from which City received grant funds or other persons or agencies. e. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Recipient agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors.
f. Americans with Disabilities Act of 1990 - (ADA) Recipient must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. g. Political Activity - None of the funds, materials, property, or services provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". h. No Lobbying - Recipient will comply with all applicable lobbying prohibitions and laws, including those found in the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352, et seq.), and agrees that none of the funds provided under this award may be expended by the Recipient to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement.
EXHIBIT III
FEDERAL REGULATIONS
EXHIBIT 1
City Council 3 – 28 7/15/2025
i. Non-Discrimination and Equal Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title II of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non-Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Recipient makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Recipient will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. If applicable, recipient will comply with the equal opportunity clause in 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375. j. Equal Employment Opportunity - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. k. Public Contracts Code - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the California Public Contract Code Section 10295.3, as applicable. l. Copeland Anti-Kickback Act - Recipient will comply, and all its contractors and subcontractors (or subrecipients) shall comply, with all requirements of the Copeland “Anti-Kickback” Act (30 U.S.C. 3145) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable.
(1) Contractor – Contractors shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract.
(2) Subcontracts – Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses.
(3) Breach – A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. m. Davis-Bacon Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Davis-Bacon Act (40 U.S.C. 3141-3144 and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
Contractors are required to pay wages to laborers and mechanics at a rate no less than the prevailing wages specified in a wage determination made by the Secretary of Labor.
EXHIBIT 1
City Council 3 – 29 7/15/2025
Additionally, contractors are required to pay wages not less than once a week. n. Work Hours and Safety - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3702 and 3704) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable.
o. Clean Air Act - Recipient will comply, and all its contractors (or subrecipients) will comply, with all applicable standards, orders or requirements issued under the Clean Air Act (42 U.S.C. 7401-7671q), and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as applicable. p. Energy and Conservation - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of the Energy Policy and Conservation Act (42 U.S.C. 6201), as applicable.
q. Waste Disposal - Recipient will comply, and all its contractors (or subrecipients) will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable.
r. Patent Rights - Recipient agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401 and any other implementing regulations, as applicable.
s. Copyright - Recipient may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA) and City reserve a royalty-free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose:
(1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the subcontractor purchases ownership with support through this grant. The Federal government’s, SAA’s and City’s rights identified above must be conveyed to the publisher and the language of the publisher’s release form must ensure the preservation of these rights.
t. Telecommunications (2 CFR 200.216) - Recipient will comply with FEMA Policy 405-143- 1, Prohibitions on Expending FEMA Award Funds on Covered Telecommunication Equipment or Services (Interim), which prohibits grant recipients and subrecipients from obligating or expending loan or grant funds to procure or obtain, extend or renew a contract to procure or obtain, or to enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.
As described in Public Law 115-232, section 889, covered telecommunications equipment is:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).
EXHIBIT 1
City Council 3 – 30 7/15/2025
(2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).
(3) Telecommunications or video surveillance services provided by such entities or using such equipment.
(4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.
u. Domestic preferences for procurements (2 CFR 200.322) - Recipient agrees that as appropriate and to the extent consistent with law, it will, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of this provision: “produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and “manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. v. Equal Employment in Construction Contracts - Pursuant to Equal Employment Opportunity requirements of 41 C.F.R. 60-1.4(b) in accordance with Executive Order 11246 as amended by Executive Order No. 11375, as to any construction contract thereunder, if applicable, during the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
EXHIBIT 1
City Council 3 – 31 7/15/2025
(3) The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
(5) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
(7) In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) The contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance.
FOR PROPOSERS’ REFERENCE ONLY
EXHIBIT 1
City Council 3 – 32 7/15/2025
Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit I) and am qualified to provide services being requested as specified herein. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal.
PROPOSER’S STATEMENT: I have read, understood and agree to the terms and conditions on all pages of the Request for Proposals. Upon request, I will transfer and deliver goods or services to the City in accordance with said terms and conditions.
__________________________________________________________________________________
LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS
__________________________________________________________________________________
BUSINESS ADDRESS
__________________________________________________________________________________
PRINTED NAME OF AUTHORIZED AGENT TITLE
__________________________________________________________________________________
SIGNATURE OF AUTHORIZED AGENT DATE E-MAIL ADDRESS
__________________________________________________________________________________
FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IFAPPLICABLE)
__________________________________________________________________________________
CITY OF SANTA ANA BUSINESS LICENSE NUMBER
(PLEASE PROVIDE IF AVAILABLE, BUT NOT REQUIRED UNTIL AND IF AN AWARD IS MADE TO PROPOSER.) THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT A
PROPOSER’S CERTIFICATION, PROPOSAL PRICING
EXHIBIT 1
City Council 3 – 33 7/15/2025
List and describe fully the contracts performed by your firm which demonstrate your ability to provide the supplies, equipment or services included in the scope of the proposal specifications. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications.
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
__________________________________________________________________________________
REFERENCE
Customer Name:_________________________Contact Individual: ____________________________ Address: ________________________________Phone Number:
_______________________________ EMAIL: ____________________________________ Contract Amount: ________________________Year: ______________________________________ Description of supplies, equipment, or services provided:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT B
REFERENCES
EXHIBIT 1
City Council 3 – 34 7/15/2025
Proposer understands and agrees that this written RFP (or any part thereof specifically designated and accepted by the City of Santa Ana, hereinafter City) shall constitute the entire agreement between proposer and the City only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Executive Director or his duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to proposer or deposited with the United States Postal Service properly addressed to the proposer with the correct postage affixed thereto.
Proposer further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish City all required bonds and certificate of liability insurance within ten (10) days (excluding Saturdays, Sundays and City’s legal holidays), or the funds, check, draft, or proposer’s bond substituted in lieu thereof accompanying this proposal shall become the property of the City and shall be considered as payment of damages due to the delay and other causes suffered by City because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered by City is difficult to ascertain; otherwise said funds, check drafts, or proposer’s bond substituted in lieu thereof shall be returned to the undersigned.
Proposer understands that a proposal is required for the entire work, that the estimated quantities set forth in the RFP schedule are solely for the purpose of comparing proposals, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed.
All terms contained in the specifications, the certification of nondiscrimination by contractors, and the required insurance certificates are to be incorporated by reference into this agreement and are made specifically as part of this RFP.
Firm________________________________________________________________________________ Signed and Printed Name: ______________________________________________________________ Title ________________________________________________________________________________ Date
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT C
PROPOSER’S STATEMENT
EXHIBIT 1
City Council 3 – 35 7/15/2025
(Title 23 United States Code Section 112 and Public Contract Code Section 7106) To the CITY OF SANTA ANA
In accordance with Title 23 United States Code Section 112 and Public Contract Code 7106 the proposer declares that the proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the proposal is genuine and not collusive or sham; that the proposer has not directly or indirectly induced or solicited any other proposer to put in a false or sham proposal, and has not directly or indirectly colluded, conspired, connived or agreed with any proposer or anyone else to put in a sham proposal, or that anyone shall refrain from bidding; that the proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the proposer or any proposer, or to fix any overhead, profit, or cost element of the proposal price, or of that of any other proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the proposer has not, directly or indirectly, submitted his or her proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham proposal.
Note: The above non-collusion affidavit is part of the proposal. Signing this proposal on the signature portion thereof shall also constitute signature of this non-collusion affidavit. Proposers are cautioned that making a false certification may subject the certifier to criminal prosecution.
Signed____________________________________________________________________________ State of ________, County of __________________________________________________________ Subscribed and sworn to (or affirmed) before me on this________ day of_____________, 20____, by ________________________, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
________________________
Notary Public Signature Notary Public Seal
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT D
NON-COLLUSION AFFIDAVIT
EXHIBIT 1
City Council 3 – 36 7/15/2025
The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT E
NON-LOBBYING CERTIFICATION
EXHIBIT 1
City Council 3 – 37 7/15/2025
The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows:
1. The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Consultant’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders.
1. In the event of the Consultant’s non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law.
2. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract
ATTACHMENT F
NON-DISCRIMINATION CERTIFICATION
EXHIBIT 1
City Council 3 – 38 7/15/2025
or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States.
8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.
Signed:
Title:
Firm:
Date:
THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
EXHIBIT 1
City Council 3 – 39 7/15/2025
On April 4, 2022, the federal government stopped using the DUNS Number to uniquely identify entities.
Now, entities doing business with the federal government use the Unique Entity ID created in SAM.gov.
They no longer have to go to a third-party website to obtain their identifier. This transition allows the government to streamline the entity identification and validation process, making it easier and less burdensome for entities to do business with the federal government.
This RFP includes federal funding, and as such, the proposer must provide verification of their SAM.gov UEI and registration status. Please attach your entity’s registration from SAM.gov, including UEI and active registration status.
Proposer’s UEI:_______________________________________________ SAM.gov Registration Expiration Date:_____________________________ THIS FORM MUST BE COMPLETED AND INCLUDED WITH THE PROPOSAL.
PROPOSALS THAT DO NOT CONTAIN THIS FORM WILL BE CONSIDERED NONRESPONSIVE.
ATTACHMENT G
SAM.GOV UEI VERIFICATION
EXHIBIT 1
City Council 3 – 40 7/15/2025
Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion Lower Tier Covered Transactions
This certification is required by the regulations implementing Executive Order 12549, as amended, Nonprocurement Debarment and Suspension, 2 CFR Part 2998, Subpart C, Responsibilities of Participants Regarding Transactions. The regulations were published as Part VII of the May 26, 1988, Federal Register (Pages 19160-19211), and as subsequently amended in 81 Federal Register 25585. (Before completing certification, read instructions which are an integral part of certification)
1. Pursuant to 2 CFR 180.335, the prospective primary participant, (i.e. grantee) certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently excluded or disqualified;
b. Have not been convicted within the preceding three years of any of the offenses listed in 2 CFR 180.800(a) or had a civil judgment rendered against them for one of those offenses within that time period.
c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State or local) with commission of any of the offenses listed in 2 CFR 180.800(a); and
d. Have not had one or more public transactions (Federal, State or local) terminated within the preceding three years for cause or default.
2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Consultant
Name and Title of Official Authorized to Certify
On Behalf of the Consultant
_______________________________________
Date
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION EXHIBIT 1
City Council 3 – 41 7/15/2025
INSTRUCTION FOR CERTIFICATION
1. By signing and submitting this proposal, the prospective recipient of Federal assistance funds is providing the certification as set out below.
2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective recipient of Federal assistance funds knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the Department of Labor (DOL) may pursue available remedies, including suspension and/or debarment.
3. The prospective recipient of Federal assistance funds shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective recipient of Federal assistance funds learns that its certification was erroneous whom submitted or has become erroneous by reason of changed circumstances.
4. The terms “covered transaction”, “debarment”, “suspension”, “disqualified,” “ineligible”, “lower tier covered transaction”, “participant”, “person”, “primary covered transaction”, “principal”, “proposal”, and “voluntarily excluded”, as used in this cause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective recipient of Federal assistance funds agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, disqualified, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the DOL.
6. The prospective recipient of Federal assistance funds agrees by submitting this proposal, that it will include the clause title “Certification Regarding Debarment, Suspension, Ineligible, or voluntarily excluded from the covered transaction” unless it knows that the certification is erroneous.
7. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
8. Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntary excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the DOL may pursue available remedies, including suspension and/or debarment.
ATTACHMENT H
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION EXHIBIT 1
City Council 3 – 42 7/15/2025
CONSULTANT AGREEMENT
BETWEEN HOUSING AUTHORITY OF THE CITY OF SANTA ANA
AND ORRICK, HERRINGTON & SUTCLIFFE, LLP
THIS AGREEMENT is made and entered into this 15th day of July, 2025, by and between Orrick, Herrington & Sutcliffe LLP, a California limited liability partnership (hereinafter “Consultant”), and the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic (hereinafter "Authority").
RECITALS
A. On April 16, 2025, the Authority issued Request for Proposals #25-066A seeking on-call bond counsel services to assist with the normal duties associated with providing bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing financing, refinancing, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitutional law.
B. Consultant represents that it is able and willing to provide such services to the Authority. Consultant's responsive proposal to RFP #25-066A is incorporated herein by reference.
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.
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 Authority’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 Scope of Services - Exhibit A, attached hereto and incorporated herein, and as further set forth in Consultant’s Proposal - Exhibit B, attached hereto and incorporated herein.
2. COMPENSATION
a. Authority agrees to compensate Consultant pursuant to Consultant’s Fee Schedule - Exhibit C, attached hereto and incorporated herein. The total sum to be expended during the term of this Agreement shall not exceed One Hundred Fifty Thousand Dollars ($150,000.00).
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b. Payment by Authority shall be made within forty-five (45) days following receipt and acceptance of an invoice and a detailed time log of work performed. The time log shall individuate the service hours performed by date, deliverable and the name of the individual performed the services. 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 Authority. Authority 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.
3. TERM
This Agreement shall commence on the date first written above (“Effective Date”), and terminate after three (3) years. The term of this Agreement may be extended by a period of two (2), one (1) year extensions, exercisable upon a writing executed by the Authority Executive Director and Authority General Counsel. This Agreement may be terminated by the Authority pursuant to section 12 herein.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority 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 its employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
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 Authority. Total cost of such insurance shall be borne by Consultant.
Minimum Scope and Limit of Insurance.
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01covering 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. Required policy limits can be met with primary and umbrella/excess insurance policies.
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• 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, Authority will accept evidence of personal automobile insurance.
• 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, policy or employee, for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. • Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
• If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, Authority 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 Authority.
Other Insurance Provisions. The above required insurance policies are to contain or be endorsed to contain the following provisions:
• Authority, 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.
• Consultant’s Insurance company(ies) agrees to waive all rights of subrogation against Authority, 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.
• For any claims related to this contract, Consultant’s insurance coverage shall be primary and any insurance maintained by Authority, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. • 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.
• 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 Authority. Ten (10) days prior written notice shall be provided to Authority for policy cancellation or non-renewal due to non-payment of premium. • Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: (Name of Department Staff Responsible for Agreement), Address of Department Responsible for Agreement, M-XX, Santa Ana, CA 92701. The name EXHIBIT 2
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and location of the 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 Authority. The Authority 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 Authority.
Verification of Coverage. Consultant shall furnish Authority 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. Authority reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances. Authority reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
6. INDEMNIFICATION
Consultant agrees to indemnify and hold Authority harmless from and against any and all third-party claims, suits and actions, and all associated damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys' fees, to the extent finally determined to have resulted from Consultant’s negligent performance of the services set forth in this Agreement. Notwithstanding the foregoing, nothing herein shall (i) serve to expand Consultant’s scope of professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of limitations governing any claim arising from Consultant’s acts or omissions, or (iii) waive any claims or defenses that Consultant may have against the Authority or any other party.
7. CONFIDENTIALITY
If Consultant received from the Authority 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.
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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 and disclosed 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 Authority.
8. CONFLICT OF INTEREST CLAUSE
a. 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.
b. No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City’s Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Consultant or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any CalPERS retiree as authorized by City Council resolution.
d. The Consultant must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Consultant warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Consultant hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Full written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Consultant covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported (in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and (c) above.
9. 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 EXHIBIT 2
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mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons:
To Authority: City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6956
Copies to:
Housing Division Manager
Housing Authority of the City of Santa Ana
Community Development Agency
20 Civic Center Plaza (M-26)
P.O. Box 1988
Santa Ana, California 92701
Facsimile (714) 667-2225
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702-1988
Facsimile (714) 647-6515
To Consultant: Justin Cooper
Partner
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
Facsimile: (415) 773-5759
Email: [email protected]
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 facsimile, 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.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the Authority and Consultant regarding the subject matter herein, and supersedes any and all other agreements, EXHIBIT 2
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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 and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the Authority 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 or conditions hereof, shall not bind or obligate Consultant nor the Authority. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.
11. 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 Authority and any such assignment, transfer, delegation or subcontract without the Authority’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority’s ability to have any of the services which are the subject to this Agreement performed by Authority personnel or by other consultants retained by Authority.
12. TERMINATION
This Agreement may be terminated by the Authority with or without cause upon thirty (30) days written notice of termination to the Consultant. In such event, Consultant shall be entitled to receive and Authority shall pay Consultant, compensation for all services rendered prior to the effective date of termination.
13. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
14. 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.
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EXHIBIT A
SCOPE OF SERVICES
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CITY OF SANTA ANA
Bond Counsel Services for Affordable Housing
A law firm who is awarded a contract from responding to this RFP will have a scope of work that is reflective of what is described here and in their RFP proposal, agreed upon and finalized with the Housing Authority of the City of Santa Ana.
The Housing Authority of the City of Santa Ana (SAHA) is seeking proposals from highly qualified and experienced law firms (Proposers) to provide on-call bond counsel to assist with the normal duties associated with providing bond counsel services on all debt issues, bond issuances, maintenance, and dissolution, and specialized legal counsel related to affordable housing finance, tax opinions, and additional legal services related to various questions that may arise from time-to-time on programs, debt or borrowing matters, and general statutory or constitution law. Specifically, the selected firm shall:
1) Serve as the Housing Authority’s legal counsel in the formation and issuance of debt. 2) Provide legal advice and consultation relating to tax matters associated with the financing. 3) Provide legal opinion with respect to the authorization and issuance of the debt obligations and whether the interest paid is tax-exempt under federal and/or State laws and regulations. 4) Draft and review legal documentation including all required resolutions, financing documents, closing documents and transcripts and coordinate the authorization and execution of those documents.
5) Provide ongoing legal services in matters relating to interpretation of applicable regulations, legislation or pending litigation.
6) Participate in conference calls or meetings, as requested, relating to the issuance of bonds or notes.
7) Provide ongoing information to Housing Authority and City staff regarding the activity and legal status of the financing.
8) Perform due diligence regarding the Housing Authority/City and the financing. 9) Prepare all legal documents for the authorization, issuance and sale of debt by the Housing Authority, including resolutions, closing documents and internal Housing Authority/City agreements as needed.
10) Provide legal advice relating to federal and state tax matters associated with the financing structure.
11) Participate as a member of and in meetings with the financing team which will also include the financial advisor, underwriter, and Housing Authority/City staff. 12) Assist in negotiations with bond insurers as needed. 13) Assist the Housing Authority in making presentations to rating agencies as needed. 14) Provide continuing legal advice, as needed, concerning any legal or tax-related issues after the sale of the bonds.
15) Assist in the legal review of annual continuing disclosure. 16) Provide regular reports to the Housing Authority Executive Director, Housing Authority General Counsel, City Attorney, City Manager, and/or Community Development Director.
EXHIBIT I
SCOPE OF SERVICES
City of Santa Ana RFP No. 25-066A Page 17 of 39 EXHIBIT 2 City Council 3 – 52 7/15/2025
EXHIBIT B
CONSULTANT’S PROPOSAL
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ORRICK, HERRINGTON & SUTCLIFFE LLP ii
a. Cover Letter
May 6, 2025
Via PlanetBids.com
Nikesha Hazel, Housing Authority Analyst
Housing Authority of the City of Santa Ana
20 Civic Center Plaza, M-27
Santa Ana, CA 92701
Re: Proposal to Provide Bond Counsel for Affordable Housing to the City of Santa Ana Housing Authority (RFP NO. 25-066A)
Dear Ms. Hazel,
Thank you for inviting Orrick, Herrington & Sutcliffe LLP to submit the attached proposal to provide bond counsel services for affordable housing to the City of Santa Ana Housing Authority (“SAHA” or the “Authority”). It has been our privilege to serve as bond counsel to the City of Santa Ana (the “City”) on several prior occasions, most recently for the issuance of the Successor Agency Tax Allocation Refunding Bonds, Series 2018A and 2018B. It is our goal to continue and further our relationship with the City and SAHA by serving as your bond counsel in connection with affordable housing.
As requested, we have enclosed pertinent information about our firm, including our unique qualifications to represent SAHA, an overview of our bond counsel experience for housing programs, three references, and resumes of the key bond counsel team members who would serve SAHA. Justin Cooper will continue to serve as the Authority’s primary point of contact and team lead and is committed to providing SAHA with the attention and resources required to ensure SAHA’s goals are accomplished in a timely and efficient manner.
Our firm has been ranked the No. 1 bond counsel firm in the country for the last 25 years (meaning that we have represented more issuers on more financings than any other law firm in the country during that time period), but more importantly, we earn the respect and loyalty of our clients one deal at a time with hard work, great service and prompt responsiveness. We are also the leading practice in California and in the country for financing multifamily housing with tax-exempt bonds, regularly representing over 20 separate state and local housing issuers in seven states, plus the District of Columbia, and closing more than 100 housing bond transactions annually over several recent years. Since 2000, we have served as bond or underwriter’s counsel for more than 2,500 housing finance transactions totaling more than $115 billion. We believe Orrick distinguishes itself not only by providing legal expertise of the highest caliber, but also by achieving timely, efficient and collaborative results.
We thank you for the opportunity to provide the Authority with a team of sophisticated, knowledgeable and experienced housing finance lawyers to serve the Authority’s bond counsel needs. I look forward to discussing further the Authority’s plans and Orrick’s qualifications. Please call me if you have any questions or require any further information. My work phone number is (415) 773-5908, my mobile phone number is (415) 706-0060, and my email address is [email protected].
Sincerely,
Justin Cooper
Partner
Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105-2669
400 Capitol Mall, Suite 3000
Sacramento, CA 95814-4497
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REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 1
Minimum Qualifications
Additionally, the SOQ shall contain responses to the minimum proposer qualifications included in Section IV – Minimum Qualifications of the RFP.
IV. MINIMUM QUALIFICATIONS
In addition to meeting all other requirements of this RFP, all responding Proposers shall certify and furnish verifiable evidence that their law firm and personnel, at a minimum, meet the following qualifications:
1) The attorney(s) who will be primarily responsible for providing the legal services requested by this RFP on behalf of Proposer: (i) must be licensed to practice law in the State of California; and (ii) must agree to primarily perform the legal services requested in California.
Justin Cooper, Marc Bauer, and Lauren Herrera, who will be primarily responsible for providing bond counsel services to SAHA, are all licensed to practice law in the State of California. All three of them are located in California and agree to primarily perform the legal services requested in California. We would be happy to supply copies of their California bar cards if requested. 2) Proposer has provided similar or same services to at least five (5) municipalities within the last five (5) years.
Confirmed. Please see Exhibit B for our list of all tax-exempt multifamily bond issues where we served as bond or disclosure counsel since January 1, 2020.
3) Proposer has experience as bond counsel on bond issuance for affordable housing development within the last five (5) years.
Confirmed. Please see Exhibit B for our list of all tax-exempt multifamily bond issues where we served as bond or disclosure counsel since January 1, 2020.
b. Services Provided
A description of proposed services to be provided and how they meet the needs of the City as described in Exhibit I – Scope of Services.
Our nationally ranked Bond Counsel public finance team is dedicated to meeting the goals and fulfilling the functions identified in the Authority’s Scope of Work with precision and expertise. We will use a phased, teambased approach to manage the work, including the following steps:
1. Consultation with representatives of the Authority, the Authority’s financial advisors and underwriters, the providers of any backup security, their respective counsel, consultants and others concerning the timing, terms, and structure of the financing, including analysis of the advantages and disadvantages of each available financing technique and consideration of California law, federal tax law, federal securities law, and general public finance law. This work includes regular consultation with the Authority Finance Team and updates on changes in law and practice.
2. Preparation and/or review of legal proceedings for the authorization, sale, and issuance of the bonds, including preparation and/or review of the necessary resolutions, indenture, continuing disclosure agreement, notice of sale and other necessary documents for the issuance of the bonds; preparation of the proceedings for the sale of the bonds; preparation of other proceedings and documents (including closing papers) incidental to or in connection with the issuance of the bonds; and coordination of the closing.
3. Reviewing the official statement prepared for the offering and sale of the bonds with a view to ensuring that the description of the legal documents contained therein is accurate.
4. Rendering of the final legal opinion on the validity of the bonds and the tax-exempt status of interest thereon, and such other legal opinions as may be appropriate in connection with delivery of the bonds.
5. Such other legal services as may be incidental to the foregoing.
6. Following the completion of the contemplated financing and the expiration of our contract, we would, in accordance with our usual practice, handle routine inquiries and consultation regarding the financing without charge.
The experience of the Orrick team of attorneys enables them to address all aspects of any municipal housing bond financing that the Authority may be called to consider. If any further expertise is required, Orrick’s full complement of lawyers with expertise in such areas as environmental law, litigation, real estate, and securities EXHIBIT 2
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REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 2
laws are available to increase the speed, accuracy, and the innovative quality of our delivery of legal services to the Authority. Orrick has developed numerous innovative techniques, such as multi-modal variable rate demand bonds, swaps, and various credit support mechanisms, and has drafted tax legislation providing the legal basis for greater flexibility in an issuer’s financing options.
The Authority will receive, in all respects, top-priority attention from the attorneys assigned to the Project. Our team-based, phased approach mitigates unexpected schedule conflicts and ensures adequate coverage of important milestones in the financing by skilled, knowledgeable, and competent members of the team who are familiar with all aspects of the transaction. Furthermore, we envision a collaborative effort with the Authority and the other professionals involved in the Project. To that end, we anticipate regular calls or video conference calls with members of the Authority team and other professionals at each step and frequent check-ins with members of the Authority team as we progress through the Project.
We believe that the depth of experience Orrick would bring, including the specific experience of the team members, previous experience with the Authority, as well as the unmatched resources of the firm, will ensure that the firm is always well-prepared to answer any and all questions and confer with the Authority’s team on strategy, structure, and documentation throughout the course of the scope of work. c. Agreement Statement
Proposal shall include a statement outlining your concurrence or reference to concerns previously submitted with any and all provisions as contained in EXHIBIT II – Sample Agreement of this RFP (if any).
Regarding Section 6 - Insurance: Orrick meets the insurance limit requirements. However, a third party cannot be named as additional insured on our professional liability policy.
Regarding the Indemnification language in Sections 7 and 8: We propose to replace this with the indemnification language we negotiated with the Authority in our previous contract, as follows:
Consultant agrees to indemnify and hold the Authority harmless from and against any and all third party claims, suits and actions, and all associated damages, settlements, losses, liabilities, costs, and expenses, including without limitation reasonable attorneys’ fees, to the extent finally determined to have resulted from Consultant’s negligent performance of the services set forth in this Agreement.
Notwithstanding the foregoing, nothing herein shall (i) serve to expand Consultant’s scope of professional responsibilities as set forth in the laws and canons of ethics, (ii) extend any statute of limitations governing any claim arising from Consultant’s acts or omissions, or (iii) waive any claims or defenses that Consultant may have against the Authority or any other party. d. Firm and Team Experience
Proposal shall include a profile of the firm’s experience including the following:
i. A general description of the firm, including the number of years providing bond counsel services, and size and number of employees working directly with the City on this agreement.
Orrick was founded in 1863 and is today among the nation’s leading law firms with over 1,200 attorneys in 25 offices around the world serving domestic and international clients, including numerous governmental entities, universities, charitable and public service organizations, major industrial and financial corporations, commercial and investment banks, developers, and high-technology companies.
Orrick has been ranked the No. 1 Bond Counsel and No.1 Disclosure Counsel law firm in the country for the last 25 years based on total volume of financings. The firm consistently issues a greater volume of bonds than any other public finance firm in the nation. With more than 75 lawyers practicing public finance, Orrick is the best-known, most widely respected and most experienced bond counsel firm in the country — maintaining a substantial public finance practice for over 100 years.
Orrick partner Justin Cooper will serve as the team lead and primary contact for the Authority. He has been practicing in the area of multifamily housing for more than 20 years and is chair of Orrick’s housing finance practice group. Justin will be assisted by Marc Bauer (Partner) and Lauren Herrera (Senior Associate). Rich Moore (Tax Partner) and Barbara Jane League (Tax Partner) will provide assistance with respect to tax matters. Other members of the firm’s housing finance group will be available as needed.
Please see Exhibit A for full attorney resumes.
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REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 3
ii. Distinguishing characteristics, skills, and areas of strength.
Bond Counsel Services. For each year in this century and for over a decade prior, Orrick has been the leading bond counsel firm in the country in total volume of financings. In 2024, we were ranked number one as bond counsel in the country by Refinitiv (now LSEG), with our team serving as bond counsel on 610 transactions aggregating more than $59.73 billion principal amount of bonds (representing a national market share of 11.4%). In California alone in 2024, Orrick served as bond counsel for 204 transactions aggregating more than $36.76 billion principal amount of bonds for an overall market share of 49.3%.
Disclosure Counsel Services. Orrick has been ranked number one in total volume as disclosure counsel nearly every year since such rankings began.
We were ranked number one as disclosure counsel in the country by Refinitiv (now LSEG), with our team serving as disclosure counsel on 121 transactions aggregating more than $28.61 billion (representing a national market share of
5.2%). In California we served on 68 transactions aggregating more than $16.96 billion principal amount of bonds for an overall market share of 22.46%. iii. Firm’s nearest address serving the City of Santa Ana and headquarters address.
Our Orange County office is closest to Santa Ana. Our other California office locations include Los Angeles, Sacramento, and San Francisco.
Headquarters address: 405 Howard St., San Francisco, CA 94105 iv. Name and contact information of the supervising Project Manager/Principal Agent, to be assigned to the agreement. The Project Manager/Principal Agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited to an interview.
Justin Cooper, Partner
T: +1 415 773 5908
E: [email protected]
Resumes for all key staff proposed describing relevant experience.
Please see Exhibit A: Team Resumes.
e. Proposed Work Plan
Proposal shall include a statement demonstrating the firm’s understanding of the Scope of Services.
Our nationally ranked bond counsel public finance team is dedicated to meeting the goals and fulfilling the functions identified in SAHA’s Scope of Work with precision and expertise. With a proven track record of success, we bring unparalleled experience and a deep understanding of complex financial structures, ensuring that our clients receive the highest level of service and strategic guidance. Our commitment to excellence and innovative solutions positions us as the ideal partner to navigate the challenges and opportunities presented in SAHA’s financings.
Additionally, proposed work plan shall include Proposers’:
i. Anticipated approach to performing services as specified herein; Please see our answer to Question (b) above, where we detail our approach to meeting the Scope of Services listed in the RFP.
ii. Suggestions or special concerns the evaluation committee should take into consideration (if any); We suggest a coordinating call or video meeting among Orrick, the Authority, and the Authority’s financial advisor prior to each transaction. In particular, we find it valuable to identify items that fall outside the purview of the bond issuer and its advisors — procurement of third-party reports, for example — but are nonetheless crucial to the successful execution of a financing. It can be helpful to scope these out and identify responsible parties prior to commencing work on bond documents and other bond-related matters. iii. Description of deliverables and implementation plan. Proposer shall submit a general description of the deliverables, implementation plan, and timeline.
As detailed above in our answer to Question (b), our implementation plan involves a phased, team-based approach to manage the work effectively.With each engagement, we would immediately reach out to SAHA EXHIBIT 2
City Council 3 – 57 7/15/2025
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING ORRICK, HERRINGTON & SUTCLIFFE LLP SOQ p. 4
to discuss the transaction and what issues you feel are important, and to highlight any questions you may have. We would also promptly commence the necessary tax diligence, which is usually a long-lead item. In all cases, we would be familiar with SAHA’s governing statutes and applicable regulations.
With respect to documentation, our team would familiarize itself with SAHA’s existing agreements, indentures and resolutions and discuss any suggested precedents for new documents. To the extent we feel it would be helpful, we would share alternative precedents and discuss their applicability.
We generally try to circulate documents approximately three times during a transaction, encouraging comments from the group to be received by specific deadlines. We do find that the affordable housing community works well together and issues can be resolved collectively.
We aim to prepare closing checklists as early as possible, to the extent another party has not done so (i.e., lender’s counsel), to avoid any surprises as closing approaches. In connection with closing, we prepare deliverables and signature pages well in advance and provide a virtual closing room for all interested parties to review prior to closing.
We will coordinate closely with SAHA and other stakeholders via regular consultations and updates throughout the process, ensuring all legal proceedings for bond issuance are meticulously prepared and reviewed.
f. References: Attachment B
References shall be submitted for similar projects performed for state and/or similar local government clients.
Please see Attachment B – References, which is attached separately to our response.
EXHIBIT 2
City Council 3 – 58 7/15/2025
EXHIBIT C
CONSULTANT’S FEE PROPOSAL
(including hourly rates if applicable)
EXHIBIT 2
City Council 3 – 59 7/15/2025
ORRICK, HERRINGTON & SUTCLIFFE LLP
Section 2.
Cost Proposal
EXHIBIT 2
City Council 3 – 60 7/15/2025
REQUEST FOR PROPOSALS FOR BOND COUNSEL FOR AFFORDABLE HOUSING ORRICK, HERRINGTON & SUTCLIFFE LLP Cost Proposal p. 1
Cost Proposal
All Proposers are required to submit a fixed rate fee and budget with their Cost Proposal. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Cost Proposal must include a payment schedule if applicable. City reserves the right to negotiate compensation and/or payment schedule prior to award of any resulting agreement.
If providing hourly rate sheets, Proposer shall not include rate ranges or averages.
The City shall not provide reimbursement for travel-related expenses, mileage, parking, lodging, meals, incidental fees, insurance, freight/shipping and handling/delivery, and any other business expenses, supplies and materials related to providing services as specified herein. Additional costs will not be considered and will not be reimbursed by the City, therefore, such costs must be absorbed in Proposer’s cost proposal fee structure. Any language related to travel reimbursement shall be stricken from the document by the City and if not stricken, shall be deemed invalid.
Our objective is to become your preferred bond counsel on a long-term basis. To that end, we will establish and adjust our fees as needed to make our services attractive to you. We have found in the past that our most satisfactory fee arrangements take into account not only transaction sizes, but also complexity. For example, a private placement with no trustee and no offering document typically requires considerably less bond counsel time than a public offering with a trustee, underwriter, remarketing agent, and one or more credit enhancers.
Investment agreements, swaps, and other features may add further complexity.
Consistent with the majority of our work in the affordable housing sector, we would expect our fees for our work on behalf of the Authority to be determined on a fixed-fee basis or similar arrangement for each project or matter for which we are engaged. This approach provides the Authority with certainty with respect to the project budget at the commencement of the project financing or matter. Bond counsel fees for bond financings involving exempt-facility bonds and low-income housing tax credits typically range, consistent with market practice, between $60,000 and $90,000 per transaction. Bond counsel fees for public offerings of bonds issued to finance middle-income housing — typically structured as “501(c)(3) bonds” or “governmental bonds” — usually range between $125,000 and $250,000.
Our fees for each financing will be payable solely from bond proceeds and other funds made available in connection with each issuance of bonds. We would also be pleased to discuss arrangements for nontransactional, advisory work with the Authority and we would be willing to agree to perform such bond counsel services at a discounted, blended rate of $795/hour during the term of the contract.
In our role as bond counsel, we would not expect to be responsible for the preparation of the Official Statement, but rather would expect that the financial advisor, disclosure counsel or underwriter’s counsel would have such responsibility. We would expect to participate in developing the description of the terms of the securities that is normally found in the forepart of an Official Statement and would provide a summary of legal documents for inclusion in the Official Statement. Unless we were separately hired as disclosure counsel, our engagement would not include our providing any due diligence on the Official Statement nor providing any standard “10b-5” opinion.
EXHIBIT 2
City Council 3 – 61 7/15/2025
Community Development Agency
www.santa-ana.org/cd
Item # 4
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 15, 2025
TOPIC: Memorandum of Understanding with Workforce Innovation and Opportunity Act Partners
AGENDA TITLE
Memorandum of Understanding the City of Santa Ana, the Santa Ana Workforce Development Board, and the Santa Ana Housing Authority – Workforce Innovation and Opportunity Act Partners (Contingent upon approval of City Council Item #07)
RECOMMENDED ACTION
1. Approve a Memorandum of Understanding with the City of Santa Ana (City), the Santa Ana Workforce Development Board (SAWDB), and the Santa Ana Housing Authority (SAHA) setting the terms for the sharing of resources and expenses associated with the operations of a comprehensive one stop center for a three-year term expiring June 30, 2028 and payment to the City of Santa Ana in an estimated amount not to exceed $57,152.
2. Authorize the Executive Director to execute amendments during the term that adjust shared operational expenses and make non-substantive changes to comply with changes in federal or state law; provided all other terms and conditions of the MOU remain the same and approved by the City Attorney.
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
The Workforce Innovation and Opportunity Act (WIOA) of 2014 is the primary federal legislation governing the public workforce development system. The Act mandates that Local Workforce Development Boards (SAWDB for the City) establish Memorandums of Understanding (MOU) with all required One-Stop partners (SAHA is a partner to the City) to define the cooperative relationships and shared responsibilities in providing seamless services to job seekers and employers.
The Community Development Agency’s Economic Development Division administers and coordinates the workforce and economic development programs and activities on behalf of the City through partnership with the SAWDB. The Santa Ana WORK Center is located at 801 W. Civic Center Drive. The City Council approved the master lease agreement for this office space on June 6, 2023, and it functions as an American Job City Council 4 – 1 7/15/2025
MOU with Workforce Innovation and Opportunity Act Partners July 15, 2025
Center of California (AJCC) or One Stop System. Since the implementation of WIOA, the City has maintained active partnerships with a range of workforce development agencies and service providers through MOUs. These partnerships have enabled a coordinated, client-centered approach to delivering employment and training services across the local workforce area. Existing MOUs have fostered collaboration, streamlined referrals, and aligned resources to better serve job seekers and employers.
To continue supporting these partnerships, the City will renew and update MOUs in accordance with current WIOA guidelines and partner agency roles. SAHA has staff that co-locate at the Santa Ana WORK Center to administer the Family Self Sufficiency (FSS) program. The FSS program assists families that receive Housing and Urban Development (HUD) rental assistance (such as Section 8 vouchers) to achieve economic independence and self-sufficiency. The City, SAWDB, and SAHA are parties to the attached MOU (Exhibit 1), and approval of this MOU will strengthen service integration, reinforce mutual responsibilities, and ensure compliance with WIOA regulations while promoting efficient service delivery.
The MOU outlines the services to be delivered through the One-Stop System which include, but are not limited to, partner responsibilities, referral process, access for people with disabilities, shared technology, confidentiality, grievance procedures, procedures for amendment, and other administrative and operational provisions that are consistent with the WIOA. In addition, the MOU addresses strategies for sustaining the unified system through resource sharing and joint infrastructure cost allocation. The Infrastructure Funding Agreement is based on services currently provided in the Santa Ana WORK Center located at 801 W. Civic Center, Suite 200, Santa Ana, CA.
The MOU is designed to enhance cooperation and ensure regulatory compliance without imposing additional costs on the City. The proposed MOU, effective from July 1, 2025, through June 30, 2028, was approved by the SAWDB at their regular meeting held on May 15, 2025 by a vote of 13:1 (Hubbard abstained; Beasley, Campos, Elliott, and Ruiz absent).
FISCAL IMPACT
Funding of $57,152 is budgeted and available for FY 25-26 in the SAHA Rent account (no. 14018760-62500 Rent Payments) and various SAHA accounts (no. 14018760- 63001 Miscellaneous Operating Expense and 14018760-62300 Contract ServicesProfessional) for shared expenses such as copier, security, and parking. Funds for subsequent years will be included in proposed budgets for City Council consideration.
The table below provides an estimate; however, funds per fiscal year may vary based upon actual costs incurred from shared expenses.
City Council 4 – 2 7/15/2025
MOU with Workforce Innovation and Opportunity Act Partners July 15, 2025
Fiscal
Year
Accounting
Unit-Account
Fund Description Accounting Unit,
Account
Description
Amount
FY 25-26 14018760-62300
/ 63001
HOUSING
AUTHORITYVOUCHERS ADM
HOUSING
AUTHORITYVOUCHERS ADM,
Contract ServicesProfessional /
Miscellaneous
Operating
Expenses
$2,068
FY 25-26 14018760-62500 HOUSING
AUTHORITYVOUCHERS ADM
HOUSING
AUTHORITYVOUCHERS ADM,
Rent Payments
$15,198
Total $17,266
Fiscal
Year
Accounting
Unit-Account
Fund Description Accounting Unit,
Account
Description
Amount
FY 26-27 14018760-62300
/ 63001
HOUSING
AUTHORITYVOUCHERS ADM
HOUSING
AUTHORITYVOUCHERS ADM,
Contract ServicesProfessional /
Miscellaneous
Operating
Expenses
$2,275
FY 26-27 14018760-62500 HOUSING
AUTHORITYVOUCHERS ADM
HOUSING
AUTHORITYVOUCHERS ADM,
Rent Payments
$16,718
Total $18,993
Fiscal
Year
Accounting
Unit-Account
Fund Description Accounting Unit,
Account
Description
Amount
FY 27-28 14018760-62300
/ 63001
HOUSING
AUTHORITYVOUCHERS ADM
HOUSING
AUTHORITYVOUCHERS ADM,
Contract ServicesProfessional /
Miscellaneous
$2,503
City Council 4 – 3 7/15/2025
MOU with Workforce Innovation and Opportunity Act Partners July 15, 2025
Operating
Expenses
FY 27-28 14018760-62500 HOUSING
AUTHORITYVOUCHERS ADM
HOUSING
AUTHORITYVOUCHERS ADM,
Rent Payments
$18,390
Total $20,893
EXHIBIT(S)
1. MOU – City of Santa Ana, Santa Ana Workforce Development Board, and Santa Ana Housing Authority
Submitted By: Michael L. Garcia, Executive Director, Community Development Agency Approved By: Alvaro Nuñez, City Manager
City Council 4 – 4 7/15/2025
Exhibit 1
Memorandum of Understanding
For
Santa Ana Workforce Development Board
and the
Santa Ana Housing Authority
City Council 4 – 5 7/15/2025
Exhibit 1
MEMORANDUM OF UNDERSTANDING
1) LEGAL AUTHORITY
The Workforce Innovation and Opportunity Act (“WIOA”) sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( “MOU”) with each America’s Job Center of California (“AJCC”) Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance.
Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200.
2) AJCC Partner
The parties to this MOU are the City of Santa Ana, the Santa Ana Workforce Development Board (“SAWDB”), and the Santa Ana Housing Authority, a collocated one-stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3) PURPOSE
The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and Santa Ana Housing Authority, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs.
4) DURATION
The term of this MOU shall commence July 1, 2025 and terminate June 30, 2028, unless earlier terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the Parties shall be obligated to perform such duties as would normally extend beyond this term, including, but not limited to, obligations with respect to indemnification, reporting and confidentiality.
This MOU will remain in effect until the termination date, unless one of the conditions in Paragraph 32 occurs.
.
2 City Council 4 – 6 7/15/2025
Exhibit 1
5) MODIFICATIONS AND REVISIONS
This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU.
6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES
Santa Ana’s vision rests on integrating current and future resources through its SAWDB Partners.
Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana’s vision is sensitive to the needs of its unique demographics. The SAWDB’s overall strategies include:
a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana’s workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base;
c) Educating Santa Ana’s current and future workforce through classroom pre-training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB’s network of partnerships, volunteer organizations, and established institutional resources; and,
g) Assuring funding from all public, private, and other sources in support of its programs. 7) ONE-STOP SYSTEM & SERVICES
A. LOCATION
The AJCC is currently located in Santa Ana as follows:
American Job Center (Comprehensive AJCC)
Santa Ana WORK CENTER
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
(714) 565-2600
Open to the Public: Monday – Friday 8:00 am-5:00 pm
3 City Council 4 – 7 7/15/2025
Exhibit 1
The AJCC is currently located at the Santa Ana WORK Center (“SAWC”) as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world-class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including:
i. Job vacancy listings in labor market areas;
ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in-demand occupations, including earnings and opportunities for advancement;
e. Provision of performance and program cost information on the Eligible Training Provider List (“ETPL”) eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and,
i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA.
2. Individualized Career Services:
a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services;
d. Group counseling;
e. Individual counseling;
f. Career planning;
g. Short-term pre-vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training;
4 City Council 4 – 8 7/15/2025
Exhibit 1
h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment;
i. Financial literacy services; and,
j. Out-of-area job search assistance and relocation assistance.
3. Training Services:
a. Occupational skills training;
b. On-the-Job training;
c. Incumbent worker training;
d. Programs that combine workplace training with related instruction, which may include cooperative education programs;
e. Training programs operated by the private sector;
f. Skill upgrading and retraining;
g. Entrepreneurial training programs;
h. Transitional jobs;
i. Job readiness training provided in combination with any of the aforementioned training Services;
j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training;
l. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program.
4. Employer Services:
a. Recruitment and other business services on behalf of employers.
C. SYSTEM STRUCTURE
1. AJCC ONE-STOP OPERATOR PROCUREMENT
The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget’s (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re-competed at least every three years and no later than every four years.
2. ROLES AND RESPONSIBILITIES OF PARTIES
a. Provision of Applicable Career Services and Participation in Planning and Development:
The parties to this MOU will work closely together to ensure that the AJCC is a high-performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 5 City Council 4 – 9 7/15/2025
Exhibit 1
Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following:
i. Continuous partnership building;
ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs.
Parties agree to the co-enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one-stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention.
Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU.
Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers.
Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with:
i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016);
ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor;
vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188;
vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended;
6 City Council 4 – 10 7/15/2025
Exhibit 1
ix. The Age Discrimination Act of 1975, as amended;
x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99);
xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38);
xiv.
xv.
The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and,
All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts.
The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES
Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through:
a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes;
e. The use of common and/or linked data management systems and data sharing methods, as appropriate;
f. Leveraging of resources, including other public agency and non-profit organization services;
g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and
h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 7 City Council 4 – 11 7/15/2025
Exhibit 1
Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services.
9) REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners’ programs represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for Partners and customers;
c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate;
d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys;
f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level;
h. Ensure that intake and referral processes are customer-centered with the intent to provide high quality customer service;
i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co-location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and,
l. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed.
8 City Council 4 – 12 7/15/2025
Exhibit 1
10) SUPERVISION/DAY TO DAY OPERATIONS
a. Day-to-Day Supervision
The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Changes in work assignments or concerns regarding the responsibilities of the parties are to be handled between the site supervisor and Partner management.
b. Santa Ana WORK Center Hours of Operation
The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. Partner Staff Office Hours
The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility
All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staff’s responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff.
e. Benefits
Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally-required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters.
11) AJCC OPERATING BUDGET
The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that:
a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program’s effectiveness);
9 City Council 4 – 13 7/15/2025
Exhibit 1
c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and,
e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB’s high-standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations:
a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement);
b. Career services; and
c. Shared services.
All costs must be included in the MOU, allocated according to the AJCC Partner’s proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12) INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement (“IFA”) contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference.
AJCC infrastructure costs are defined as non-personnel costs that are necessary for the general operation of the AJCC, including, but not limited to:
a. Rental of the facilities;
b. Utilities, maintenance and services;
10 City Council 4 – 14 7/15/2025
Exhibit 1
c. Equipment, including assessment-related products and assistive technology for individuals with disabilities; and,
d. Technology to facilitate access to the AJCC, including technology used for the center’s planning and outreach activities.
Any changes to AJCC Partners or an appeal by an AJCC Partner’s infrastructure cost contributions will require an amendment of the MOU.
13) COST ALLOCATION METHODOLOGY
The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month.
14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY
a. Rent Costs: Rent costs shall be based on the base rent and common area maintenance (CAM) charges. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage.
Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the ten-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference).
b. Utilities, Maintenance and Services: This section includes telephone services, which includes voice-mail on AJCC Partners’ phones. Costs for staff phones are charged based on the AJCC Partner’s assigned space. Common area phones will be charged according to space allocation. Security guard services are also included in this section and are allocated based on the percentage of space usage. Security guard services will increase by approximately 5% annually. c. Equipment: Public computer are shared and available to all clients. These are allocated on the AJCC partner’s assigned space percentage.
d. Technology and Internet Access Costs: Cost of printers and copiers for common use that are connected to the internet, and other technology that may become necessary for shared use are allocated based on the AJCC partners percentage of space usage. 15) INFRASTRUCTURE CONTRIBUTIONS
The AJCC Partner may provide cash, non-cash (in- kind), and third-party in-kind contributions to cover its share of infrastructure costs. In-kind contributions cannot be used to fund noninfrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC 11 City Council 4 – 15 7/15/2025
Exhibit 1
Partner’s proportionate share.
If third-party in-kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner’s proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners.
a. Cash
Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party.
b. Non-Cash
Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non-cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third-party In-kind
Contributions of space, equipment, technology, non-personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to:
Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760].
16) OTHER AJCC DELIVERY SYSTEM COSTS
In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in-kind contributions) to share the additional costs relating to the operation of the One-Stop delivery system. These costs may be shared through cash, non-cash, or third-party in-kind contributions.
As required by WSD18-12, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions.
a. Career Services Applicable to the AJCC Partner
The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner’s costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services.
b. Required Consolidated Budget for the Delivery of “Applicable Career Services” The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner’s costs for the service delivery of each applicable career service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. 12 City Council 4 – 16 7/15/2025
Exhibit 1
AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non-cash (in-kind) contributions as set forth herein.
17) DATA SHARING
City/SAWDB is required to maintain policies and procedures for safeguarding PII. The provision also requires training for the vendor/partner. Parties agree that the use of high-quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers.
Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers’ interaction with the integrated system and allows information collected from customers at intake to be captured once.
Parties further agree that the collection, use, and disclosure of customers’ personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws.
Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements.
All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following:
a. Customer PII will be properly secured in accordance with the SAWDB’s policies and procedures regarding the safeguarding of PII;
b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws;
c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs’ purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required;
f. Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and,
g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)).
All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA13 City Council 4 – 17 7/15/2025
Exhibit 1
protected education records, confidential information in UI records, and personal information in VR records.
18) CONFIDENTIALITY
There are strict confidentiality requirements under State and Federal laws. All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations.
Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law.
Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals.
To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties’ performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures.
With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99.
With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS
All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies.
The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage.
14 City Council 4 – 18 7/15/2025
Exhibit 1
20) ACCESSIBILITY
Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran’s status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY
All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE
City is required to maintain a procedure for grievance and complaints per the WIOA. The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities.
23) AMERICAN’S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act (“ADA”) and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA.
24) HOLD HARMLESS/INDEMNIFICATION/LIABILITY
In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney’s fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney’s fees arising 15 City Council 4 – 19 7/15/2025
Exhibit 1
out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force.
26) DRUG AND ALCOHOL-FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug-Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug-free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94.
27) CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti-Lobbying Amendment (31 U.S.C. Section1352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations.
28) DEBARMENT AND SUSPENSION
All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485.
29) PRIORITY OF SERVICE
All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the WagnerPeyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the “Buy American Act.”) and as referenced in WIOA Section 502 and 20 CFR 683.200(f).
16 City Council 4 – 20 7/15/2025
Exhibit 1
31) SALARY COMPENSATION AND BONUS LIMITATIONS
Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32) TERMINATION
This MOU will remain in effect until the end date specified in section 4 above, unless:
a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU;
b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and,
d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non-breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately.
In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed.
This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES
All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows:
17 City Council 4 – 21 7/15/2025
Exhibit 1
City of Santa Ana:
Partner:
City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
Santa Ana Housing Authority
Attn: Housing Manager
20 Civic Center Plaza M-25
Santa Ana, CA 92701
34) INSURANCE
The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, business personal property, workers’ compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance by endorsement, to the commercial general liability and employee dishonesty/crime insurance policies and the coverage shall be primary and noncontributory with regard to the City. 35) AUTHORITY AND SIGNATURES
The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing.
ATTACHMENTS
Attachment 1: AJCC Partners Location and Map
Attachment 2: Santa Ana AJCC Partner Services
Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services
Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease
18 City Council 4 – 22 7/15/2025
Exhibit 1
City Council 4 – 23 7/15/2025
Exhibit 1
Attachment 1
AJCC Partners Location and Map
Partner Program Partner
Organization
City of Santa Ana
Authorization/Category Physically
Co-Located
Title I Adult, Dislocated
Workers and Youth
programs
WIOA Title I Adult, Dislocated Workers, Youth
Programs Yes
Rancho Santiago
Community College
District
WIOA title II Adult Education and Family
Literacy Act (AEFLA) program
Career and technical education (CTE)
programs at the postsecondary level,
authorized under the Carl D. Perkins Career
and Technical Education Act of 2006 (20 U.S.C.
2301 et seq.)
Adult Education/
Literacy and Carl Perkins
Career Technical
Education
No
Employment
Development
Department (EDD)
WIOA title III Wagner-Peyser Employment
Services, authorized under the Wagner-Peyser
Act (29 U.S.C. 49 et seq.), also providing the
state’s public labor exchange.
Wagner-Peyser
Yes
Employment
Development
Department (EDD)
Employment
Development
Department (EDD)
Employment
Development
Jobs for Veterans State Grants (JVSG),
authorized under chapter 41 of title 38, U.S.C. Veterans Trade Act
Yes
Yes
No
Trade Adjustment Assistance (TAA),
authorized under chapter 2 of title II of the
Trade Act of 1974 (19 U.S.C. 2271et seq.)
Unemployment
Insurance (UI) Unemployment Insurance (UI) programs under state unemployment compensation laws. Department (EDD)
State Department of WIOA title IV State Vocational Rehabilitation Vocational
Rehabilitation Services
program authorized under title I of the
Rehabilitation Act of 1973 (29 U.S.C. 720 et
seq.)
Rehabilitation Yes
Yes
Temporary Assistance
for Needy Families
(TANF)
Social Service
Agency-Family SelfSufficiency
Temporary Assistance for Needy Families
(TANF), authorized under part A of title IV of
the Social Security Act (42 U.S.C. 601 et seq.)
Senior Aid Program
Regions II & III
SER-Jobs for
Senior Community Service Employment
Program (SCSEP), authorized under title V of
the Older Americans Act of 1965 (42 U.S.C.
3056 et seq.)
Senior Aid Program Yes
Progress, Inc.
Job Corps
Native American
Programs
Long Beach Job Corps WIOA Title I C, Jobs Corps
United American Indian Indian and Native American Programs (Section No
No Involvement, Inc. 166)
Housing & Urban
Development
Adult Demonstration
Santa Ana Housing
Authority
Orange County
Housing & Urban Development (HUD)
Yes
No
Reentry Employment Opportunities (EO)
Sheriff’s Department programs authorized under sec. 212 of the Second Chance Act of 2007 (42 U.S.C. 17532)
and WIOA sec. 169
City Council 4 – 24 7/15/2025
Exhibit 1
Attachment 1
AJCC Partners Location and Map
City Council 4 – 25 7/15/2025
Exhibit 1
SANTA ANA AJCC Partner Services Attachment 2
SANTA ANA AJCC Partner Services
Service
Partner Name Entity/Program Delivery
Method Career Training Employer
1, 2, 3, 4, 6, 7, 8, 10, 11, 12, 13, 14, 15,
16, 17 Title I Adult, DW, Youth City of Santa Ana 1, 2, 5, 7, 9 1, 8
1,2,3,4,5,6,7,8 FT, T, B, P, O
Rancho Santiago
Community College
District
Adult Education/ Literacy 2, 3, 12, 14-15, 17 B, P, O
Employment Development
Department (EDD) Wagner-Peyser 1,2,3,4,5,6,8,9 ,10,17, 1,2,3,416,7,8 FT,PT,T,A,B,P,V Veterans (Jobs for Veterans Employment Development 1,2,3,4,5,6,8,9,10,11, 1,2,3,4,6,7 FT,T,A,B,P,V State Grant) Department (EDD) 12,13,14,15,16,17 Trade Act (Trade Adjustment Employment Development Current program is expired Assistance) Department (EDD) Employment Development
Department (EDD) Unemployment Compensation 1,9 8 T,A,B
1, 2, 3, 4, 5, 6, 7, 8 , 11, 12, 13, 14, 15,
16, 17
DOR Eligible: 1, 1, 2, 4 DOR State Department of
Rehabilitation
PT, FT
Vocational Rehabilitation
TANF
2, 3, 4, 5, 6, 7,
8, 9,
Eligible: 3, 5,
8 Social Service AgencyFamily Self-Sufficiency
Rancho Santiago
Community College
District
Carl Perkins Career Technical
Education
Senior Aid Program
Regions II & III SER-Jobs for 1, 2, 3, 4, 8, 10, 11, 12, 13, 15, 16 Progress, Inc.
Long Beach Job Corps
1, 2, 5, 7 PT, T, B
Title V Older Americans Act
Job Corps
Native American Programs
(Section 166)
United American Indian
Involvement, Inc.
1 City Council 4 – 26 7/15/2025
Exhibit 1
SANTA ANA AJCC Partner Services Attachment 2
Housing & Urban
Development Housing Authority 1,2, 3, 4, 8, 10,13, 15,16,17 FT, B, P, O CAREER SERVICES: Basic Career Services (BCS) include self-help service services requiring minimal staff assistance and Individualized Career Services (ICS) requiring more staff involvement generally provided to individuals unable to find employment through basic career services, and deemed to be in need of more concentrated services to obtain employment; or who are employed but deemed to be in need of more concentrated services to obtain or retain employment that allows for self-sufficiency.
Basic Career Services
1. Eligibility Determination: This is the process of obtaining and documenting information about an individual's circumstances and comparing that information with the criteria set by an agency or program to decide if the individual qualifies for participation.
2. Outreach, Intake and Orientation: Outreach activities involve the collection, publication, and dissemination of information on program services available and directed toward jobless, economically disadvantaged, and other individuals. Intake is the process of collecting basic information, e.g., name, address, phone number, SSN, and all other required information to determine eligibility or ineligibility for an individual's program. Orientation, whether offered in a group setting, one-on-one, or electronically, is the process of providing broad information to customers in order to acquaint them with the services, programs, staff, and other resources at the Santa Ana Work Center, or its partner agencies.
3. Initial Assessment: For individuals new to the workforce system, initial assessment involves the gathering of basic information about skill levels, aptitudes, abilities, barriers, and supportive service needs in order to recommend next steps and determine potential referrals to partners or community resources.
4. Job Search, Placement Assistance, and Career Counseling: Job Search helps an individual seek, locate, apply for, and obtain a job. It may include but is not limited to: job finding skills, orientation to the labor market, resume preparation assistance, referrals to job openings, placement services, job search workshops, vocational exploration, and re-employment services such as orientation, skills determination, and pre-layoff assistance. Placement Assistance is a service that helps people to identify and secure paid employment. Career Counseling is a facilitated exploration of occupational and industrial information.
5. Employment Statistics-Labor Market Information: Collect and report data about employment levels, unemployment rates, wages and earnings, employment projections, jobs, training resources and careers; (LMI)
6. Eligible Provider performance and program Cost Information: Collect and provide information on:
A. Eligible training service providers (described in WIOA Section 122) 2 City Council 4 – 27 7/15/2025
Exhibit 1
SANTA ANA AJCC Partner Services Attachment 2
B.
C.
D.
Eligible youth activity providers (described in WIOA Section 123) Eligible adult education providers (described in WIOA Title II).
Eligible postsecondary vocational educational activities and vocational educational activities available to school dropouts under the Carl Perkins Act (20 USC 2301).
E. Eligible vocational rehabilitation program activities (described in Title I of the Rehabilitation Act of 1973).
7. Local Performance Information: Collect and provide information on the local area's recent performance measure outcomes.
8. Supportive Services' Information: Collect and provide information on services such as transportation, child care, dependent care, housing, and needs-related payments that are necessary to enable an individual to participate in employment and training activities.
9. Unemployment Compensation: Provide information on filing claims for state benefit payments that protect individuals from economic insecurity while they look for work. Claims may be filed on-line or via telephone available in the Santa Ana Work Center.
10. Eligibility Assistance: Provide guidance to individuals on eligibility for other programs and on financial aid assistance for training and education programs that are available in the local area. 1l. Follow-Up Services: Services provided to participants who are placed in unsubsidized employment, for not less than 12 months after the first day of the employment. These services assist those individuals to maintain employment or qualify for promotions with that employment.
Individualized Career Services
12. Comprehensive and Specialized Assessments: A closer look at the skills levels and service needs that may include:
A.
B.
Diagnostic Testing and use of other assessment tools; and In-depth interviewing and evaluation to identify employment barriers and appropriate employment goals.
13. Individual Employment Plan Development: Working with individuals to identify their employment goals, the appropriate achievement objectives, and the appropriate combination of services that will help the individual achieve those goals. 3 City Council 4 – 28 7/15/2025
Exhibit 1
SANTA ANA AJCC Partner Services Attachment 2
14. Group Counseling
15. Individual Counseling and Career Planning
16. Case Management: For participants who receive training services under WIOA Section 134(d)(4).
17. Short-Term Prevocational Services: Can include development of learning skills, communication skills, interviewing skills, punctuality, personal maintenance skills, and professional conduct, to prepare individuals for unsubsidized employment or training.
Training Services: Services offered through a training provider to help individuals upgrade their skills, earn degrees and certifications, or otherwise enhance their employability through learning and education. Types of training services include:
1. Occupational Skills Training: An organized program of study that provides specific vocational skills that lead to proficiency in performing actual tasks and technical functions required by certain occupational fields at entry, intermediate or advanced levels.
2. On-the-Job Training (OJT): Training by an employer that is provided to a paid participant while engaged in productive work that is limited in duration, provides knowledge or skills essential to the full and adequate performance of the job, and reimburses the employer for the costs associated with training the OJT trainee often calculated based on a percentage of the trainee's wages.
3. Workplace and cooperative education: Programs that combine workplace training with related instruction which may include cooperative education programs
4. Training programs operated by the private sector
5. Skills upgrading and retraining: Courses that prepare persons for entrance into a new occupation through instruction in new and different skills demanded by technological changes. These courses train incumbent workers in specific skills needed by that business or industry and that lead to potential career growth and increased wages. This includes courses that develop professional competencies that are particularly relevant to a vocational/occupational goal. It must be demonstrated that the training will result in the workers' acquisition of transferable skills or an industry-recognized certification or credential.
6. Entrepreneurial training
7. Job-readiness training
4 City Council 4 – 29 7/15/2025
Exhibit 1
SANTA ANA AJCC Partner Services Attachment 2
8. Adult Education and Literacy programs: Services or instruction below the postsecondary level for individuals who are not enrolled or required to be enrolled in secondary school under state law and lack basic educational skills to enable the individuals to function effectively in society and on a job, Services include, but are not limited to, one-on-one instruction, coursework, or workshops that provide direction for the development and ability to read, write, and speak in English, compute, and solve problems, at levels of proficiency necessary to function in society or on the job,
9. Customized training: Training that is designed to meet the special requirements of an employer or group of employers and that is conducted with a commitment by the employer to employ an individual upon successful completion of the training and for which the employer pays for a portion of the cost of training.
Employer Services: Santa Ana Work Center services offered to employers include:
1. Employer needs assessment: Evaluation of employer needs, particularly future hiring and talent needs.
2. Job posting: Receiving and filling of job openings; searching resumes; providing access to a diverse labor pool.
3. Applicant pre-screening: Assessing candidates according to the employer's requirements and hiring needs; referring candidates based on their knowledge, skills, and abilities relative to the employer requirements.
4. Recruitment assistance: Raising awareness of employers and job openings and attracting individuals to apply for employment at a hiring organization. Specific activities may include posting of employer announcements, provision of job applications, and hosting job fairs and mass recruitment.
5. Training assistance: Providing training resources to enable employers to upgrade employee skills, introduce workers to new technology, or to help employees transition into new positions.
6. Labor Market Information: Access to information on labor market trends, statistics, and other data related to the economy, wages, industries, etc.
7. Employer information and referral: Provision of information on topics of interest to employers such as services available in the community, local training providers, federal laws and requirements, tax information, apprenticeship
8. programs, human resource practices, alien labor certification, incentive programs such as WOTC or the federal bonding program, etc.
9. Rapid Response and Layoff Aversion: Provision of services to prevent downsizing or closure, or to assist during layoff events, Strategies may include incumbent worker training to avert lay-offs, financing options, employee ownership options, placement assistance, worker assessments, establishment of transition centers, labormanagement committees, peer counseling, etc. 5 City Council 4 – 30 7/15/2025
Exhibit 1
SANTA ANA AJCC Partner Services Attachment 2
Service Delivery Codes: How will your agency provide the services indicated? Code
FT
PT
T
A
B
Method Description
On-Site Staff Full Time
On-Site Staff Part Time
Access Via Telephone
Access Via Automated System
Brochure/Handout
P
O
Posting at One-Stop Center
Other
NA Not Applicable
6 City Council 4 – 31 7/15/2025
Exhibit 1
Attachment 3
Santa Ana
AJCC Comprehensive Infrastructure and Other Costs Budget 2025-2026 SAHA
491.33 Sq Ft
2.54% Percentage
Total
Monthly
Monthly Rent and
Cost Category/
Line Item
Monthly
Cost
Property Equipment
Cost Details Rent Cost
Rent
Base Rent Incl. Janitorial, Maint and Utilities -
-
-
-
1,224.95 1,224.95
CAM Charges
Operational Cost
Management Fee
Parking
41.53 41.53
2% of Rent - -
1.76% of Rent
Parking Overages
-
-
-
38.15 38.15
Total Rent $38.15 $1,266.48 $1,304.63
Utilities/Maint/Service
Telephone Services
Shared Phones
Security Guard
Dial Tone and Voice Mail
by usage percentage
1040 hrs x $30.18 1040 x $31.69
- - -
- -
-
-
129.70 129.70
Total Utilities/Maintenance $129.70 $129.70
Equipment
Public Computers - - -
Resource Room Computers (21)
Computer Lab Computers (21)
-
-
-
-
-
-
Total Equipment $0.00 $0.00
**Tech & Access Costs
Access System/Card Key Card System -
-
-
-
-
-
-
-
-
Data & Phone Cabling Cabling
Information Technology Cost
***Copiers (Annual)
Wireless Network Bridge Maintenance
Resource Room used by clients
Copy room Copier for staff only
2.76 1.78
-
-
2.76 1.78
Total Technology and Access $4.54 $4.54
Lease & Infrastructure Total $172.39 $1,266.48 $1,438.87 ** Technology and Access Costs are all based on percentage Revised 5/28/2025 9:18 AM ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged City Council 4 – 32 7/15/2025
Exhibit 1
Attachment 3-1
Applicable Career Services
Sharing Other One-Stop Delivery System Costs
The budget must include “applicable career services” as well as any other shared costs agreed upon by the AJCC partners. While only co-located partners share infrastructure costs, all One-Stop partners must share in other system costs, including applicable career services.
Required Consolidated System Budget for “Applicable Career Services” Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner’s costs for the service delivery of each applicable career service.
Unlike infrastructure cost sharing, other system costs, including “Applicable Career Services” are not limited to the non-personnel costs and should include all costs related to the administration and delivery of those services.
AJCC Applicable Career Services DOR
Career Services:
Eligibility Determination (1)
$589,069.89
Outreach, Intake and Orientation (2)
Initial Assessment (3)
Job Search, Placement Assistance, and Career Counseling (4) Employment statistics-Labor Market Information (5)
Eligible Provider performance and program Cost Information (6) Local Performance Information (7)
Supportive Services' Information (8)
Unemployment Compensation(9)
Eligibility Assistance(10)
Follow-Up Services(11)
Comprehensive and Specialized Assessments(12)
Individual Employment Plan Development (13)
Group Counseling (14)
Individual Counseling and Career Planning (15)
Case Management (16)
Short-Term Prevocational Services (17)
Training $2,356,279.58
Occupational Skills Training (1)
On-the-Job Training (OJT) (2)
Workplace and cooperative education (3)
Training programs operated by the private sector (4)
Skills upgrading and retraining (5)
Entrepreneurial training (6)
Job-readiness training (7)
Adult Education and Literacy programs (8)
Customized training (9)
City Council 4 – 33 7/15/2025
Exhibit 1
Attachment 3-1
Applicable Career Services
Employer Services
Employer needs assessment (1)
Job posting (2)
$0
Applicant pre-screening (3)
Recruitment assistance (4)
Training assistance (5)
Labor Market Information (6)
Employer information and referral (7)
Rapid Response and Layoff Aversion (8)
Total Career Service Cost $2,945,349.48
City Council 4 – 34 7/15/2025
Exhibit 1
Attachment 4
Comprehensive Cost Allocation and Partner Contributions AJCC (Comprehensive)
Square Footage Partner
% of Total
Square
Footage
Operational Cost
and Management Monthly Charges
Fees
Paid for Based on
Office Sharing /
Payment Ratio
Monthly Property
Rent*
Monthly Rent +
and Charges
Amount : InKindContributions
Yearly Career
Services**
Partner Program CAM Charges
EDD 9448.78
5955.50
163.78
868.97
491.33
236.56
1737.52
327.56
48.90%
30.82%
0.85%
4.50%
2.54%
1.70%
8.99%
1.70%
$
$
$
$
$
$
$
$
23,556.90
14,847.73
408.32
$ 885.74 $
$
$
$
$
$
$
$
6,371.95
5,147.23
118.42
199.29
172.39
236.87
475.14
132.74
$ 30,814.59
21,370.47
540.58
$
$
$
$
$
$
$
$
2,542,122.41
1,947,477.00
2,945,349.48
1,235,907.20
202,860.00
12,397.50
-
Santa Ana WORK Center (City of Santa Ana)
Department of Rehabilitation
Social Services Agency-Family Self-Sufficiency
Santa Ana Housing Authority
$ 1,375.51 $ - $
$
$
$
$
$
$
$ -
$ 13.84 $ -
2,166.45
1,224.95
816.64
2,365.74
1,438.87
1,081.19
4,953.84
977.06
$
$
$
$
41.53 SER Jobs for Progress 27.68
Rent Stabilization Division 4,331.84
816.64
146.86
Santa Ana Public Library 27.68 -
Community Action Partnership of OC
Rancho Santiago Community College District
Job Corps
United American Indian Involvement, Inc.
Total Rentable Space 19230.00 100.00% $ 48,169.47 $ 1,633.10 $ 885.74 $ 12,854.03 $ 63,542.34 $ - $ 8,873,716.09 Revised 6/10/25 6:23:46 AM
City Council 4 – 35 7/15/2025
Exhibit 1
City Council 4 – 36 7/15/2025
Exhibit 1
City Council 4 – 37 7/15/2025
Exhibit 1
City Council 4 – 38 7/15/2025
Exhibit 1
City Council 4 – 39 7/15/2025
Exhibit 1
City Council 4 – 40 7/15/2025
Exhibit 1
City Council 4 – 41 7/15/2025
Exhibit 1
City Council 4 – 42 7/15/2025
Exhibit 1
City Council 4 – 43 7/15/2025
Exhibit 1
City Council 4 – 44 7/15/2025
Exhibit 1
City Council 4 – 45 7/15/2025
Exhibit 1
City Council 4 – 46 7/15/2025
Exhibit 1
City Council 4 – 47 7/15/2025
Community Development Agency
www.santa-ana.org/cd
Item # 5
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
July 15, 2025
TOPIC: Update to the Housing Choice Voucher Administrative Plan
AGENDA TITLE
Approve an Update to the Housing Choice Voucher Administrative Plan to Comply with the Housing Opportunity Through Modernization Act
RECOMMENDED ACTION
Approve an update to the Housing Choice Voucher Administrative Plan to comply with the Housing Opportunity Through Modernization Act.
GOVERNMENT CODE §84308 APPLIES: No
DISCUSSION
The U.S. Department of Housing and Urban Development (HUD) requires public housing authorities (PHAs) administering a Housing Choice Voucher (HCV) program to have an HCV Administrative Plan that establishes policies for implementing the program consistent with both HUD requirements and the goals and objectives contained in the Santa Ana Housing Authority’s (SAHA’s) 5-Year and Annual Plans. In addition to the HCV Administrative Plan, SAHA’s HCV program is governed by federal regulations, HUD handbooks and guidebooks, notices, and other applicable law.
In 2016, HUD adopted the Housing Opportunity Through Modernization Act (HOTMA) that made changes to statutes governing HUD programs, including sections of the United States Housing Act of 1937, and improved the efficiency and effectiveness of HUD programs. This comprehensive HCV Administrative Plan update (the “Plan” attached hereto as Exhibit 1) is necessary to maintain compliance with HUD and HOTMA regulations, ensure program integrity, and preserve funding. SAHA prepared this update using a model administrative plan provided by Nan McKay & Associates (Nan McKay) that is used by many PHAs throughout the country and updates all of the Plan’s policies and language in compliance with the latest guidance and regulations from HUD. Nan McKay updates their model administrative plan every year, and the last time SAHA’s Plan was comprehensively updated using a template was on March 15, 2016.
City Council 5 – 1 7/15/2025
Update to the Housing Choice Voucher Administrative Plan July 1, 2025